false--12-31Q120190000037808falseLarge Accelerated FilerFNB CORP/PA/false0000P12M0.010.015000000005000000003261208323264508800.00040.03100.01460.01650.02190.01320P9YP6MP82M6DP52M6DP79M12DP49M25D090000050000050000030000000170000014000000250000001260000001160000000010000002000000008000000700000000100010000.010.012000000020000000110877110877P3Y18063031934967

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



☒	Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

For the quarterly period ended March 31, ~~2018~~2019



☐	Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

For the transition period from to

Commission file number 001-31940

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)



Pennsylvania		25-1255406
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



One North Shore Center, 12 Federal Street, Pittsburgh, PA		15212
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 800-555-5455

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):



Large Accelerated Filer	☒	Accelerated Filer	☐

Non-accelerated Filer	☐	Smaller reporting company	☐

		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:



Title of Each Class	Trading Symbol(s)	Name of Exchange on which Registered
Common Stock, par value $0.01 per share	FNB	New York Stock Exchange

Depositary Shares each representing a 1/40th interest in a share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E, par value $0.01 per share	FNBPrE	New York Stock Exchange

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.



Class	Outstanding at	April 30, ~~2018~~2019
Common Stock, $0.01 Par Value	~~323,851,407~~324,748,696	Shares

Table of Contents

F.N.B. CORPORATION

FORM 10-Q

March 31, ~~2018~~2019

INDEX



		PAGE
PART I – FINANCIAL INFORMATION

	Glossary of Acronyms and Terms	3

Item 1.	Financial Statements

	Consolidated Balance Sheets	4
	Consolidated Statements of Income	5
	Consolidated Statements of Comprehensive Income	6
	Consolidated Statements of Stockholders’ Equity	7
	Consolidated Statements of Cash Flows	8
	Notes to Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	52

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7576

Item 4.	Controls and Procedures	7576

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	7677

Item 1A.	Risk Factors	7677

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7677

Item 3.	Defaults Upon Senior Securities	7677

Item 4.	Mine Safety Disclosures	7677

Item 5.	Other Information	7677

Item 6.	Exhibits	7778

Signatures		7778

Table of Contents

Glossary of Acronyms and Terms


AFS	Available for sale


ALCO	Asset/Liability Committee


AOCI	Accumulated other comprehensive income


ASC	Accounting Standards Codification


ASU	Accounting Standards Update


BOLI	Bank owned life insurance


Basel III	Basel III Capital Rules


CFPB	Consumer Financial Protection Bureau


EVE	Economic value of equity


FDIC	Federal Deposit Insurance Corporation


FHLB	Federal Home Loan Bank


FNB	F.N.B. Corporation


FNBPA	First National Bank of Pennsylvania


FRB	Board of Governors of the Federal Reserve System


FTE	Fully taxable equivalent


FVO	Fair value option


GAAP	U.S. generally accepted accounting principles


HTM	Held to maturity


IRLC	Interest rate lock commitments


LCR	Liquidity Coverage Ratio


LIBOR	London Inter-bank Offered Rate


MCH	Months of Cash on Hand


MD&A	Management's Discussion and Analysis


MSR	Mortgage servicing rights


OCC	Office of the Comptroller of the Currency


OREO	Other real estate owned


OTTI	Other-than-temporary impairment


Regency	Regency Finance Company


SBA	Small Business Administration


SEC	Securities and Exchange Commission


TCJA	Tax Cuts and Jobs Act of 2017


TDR	Troubled debt restructuring


TPS	Trust preferred securities


UST	U.S. Department of the Treasury


YDKN	Yadkin Financial Corporation

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

F.N.B. CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

Dollars in ~~thousands,~~millions, except share and per share data


	March 31, 2018			December 31, 2017			March 31, 2019			December 31, 2018
	(Unaudited)						(Unaudited)
Assets
Cash and due from banks	$	325,101		$	408,718		$	425		$	451
Interest bearing deposits with banks	61,228			70,725			72			37
Cash and Cash Equivalents	386,329			479,443			497			488
Securities available for sale	2,927,463			2,764,562
Debt securities held to maturity (fair value of $3,131,964 and $3,218,379)	3,224,000			3,242,268
Loans held for sale (includes $21,610 and $56,458 measured at fair value) ⁽¹⁾	37,982			92,891
Loans and leases, net of unearned income of $43,791 and $50,680	21,262,397			20,998,766
Debt securities available for sale							3,403			3,341
Debt securities held to maturity (fair value of $3,139 and $3,155)							3,171			3,254
Loans held for sale (includes $25 and $14 measured at fair value) ⁽¹⁾							37			22
Loans and leases, net of unearned income of $0 and $3							22,620			22,153
Allowance for credit losses	(179,247		)	(175,380		)	(186		)	(180		)
Net Loans and Leases	21,083,150			20,823,386			22,434			21,973
Premises and equipment, net	333,424			336,540			329			330
Goodwill	2,251,281			2,249,188			2,255			2,255
Core deposit and other intangible assets, net	87,858			92,075			75			79
Bank owned life insurance	529,843			526,818			538			537
Other assets	791,023			810,464			956			823
Total Assets	$	31,652,353		$	31,417,635		$	33,695		$	33,102
Liabilities
Deposits:
Non-interest-bearing demand	$	5,748,568		$	5,720,030		$	6,124		$	6,000
Interest-bearing demand	9,407,111			9,571,038			9,743			9,660
Savings	2,600,151			2,488,178			2,523			2,526
Certificates and other time deposits	4,741,259			4,620,479			5,492			5,269
Total Deposits	22,497,089			22,399,725			23,882			23,455
Short-term borrowings	3,802,480			3,678,337			4,111			4,129
Long-term borrowings	659,890			668,173			673			627
Other liabilities	259,441			262,206			349			283
Total Liabilities	27,218,900			27,008,441			29,015			28,494
Stockholders’ Equity
Preferred stock - $0.01 par value; liquidation preference of $1,000 per share
Authorized – 20,000,000 shares
Issued – 110,877 shares	106,882			106,882			107			107
Common stock - $0.01 par value
Authorized – 500,000,000 shares
Issued – 325,319,503 and 325,095,055 shares	3,255			3,253
Issued – 326,450,880 and 326,120,832 shares							3			3
Additional paid-in capital	4,037,847			4,033,567			4,052			4,049
Retained earnings	413,340			367,658			629			576
Accumulated other comprehensive loss	(108,724		)	(83,052		)	(88		)	(106		)
Treasury stock – 1,632,510 and 1,629,915 shares at cost	(19,147		)	(19,114		)
Treasury stock – 1,934,967 and 1,806,303 shares at cost							(23		)	(21		)
Total Stockholders’ Equity	4,433,453			4,409,194			4,680			4,608
Total Liabilities and Stockholders’ Equity	$	31,652,353		$	31,417,635		$	33,695		$	33,102


(1)	Amount represents loans for which we have elected the fair value option. See Note ~~18.~~17.

See accompanying Notes to Consolidated Financial Statements (unaudited)

Table of Contents

F.N.B. CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

Dollars in ~~thousands,~~millions, except per share data

Unaudited


	Three Months Ended March 31,				Three Months Ended March 31,
	2018		2017		2019		2018
Interest Income
Loans and leases, including fees	$	239,094	$	168,629	$	269	$	239
Securities:
Taxable	26,879		22,466		33		27
Tax-exempt	6,594		3,401		8		7
Dividends	—		9
Other	360		188
Total Interest Income	272,927		194,693		310		273
Interest Expense
Deposits	26,469		11,740		50		27
Short-term borrowings	15,207		6,674		26		15
Long-term borrowings	5,146		3,527		3		5
Total Interest Expense	46,822		21,941		79		47
Net Interest Income	226,105		172,752		231		226
Provision for credit losses	14,495		10,850		14		14
Net Interest Income After Provision for Credit Losses	211,610		161,902		217		212
Non-Interest Income
Service charges	30,077		24,581		30		30
Trust services	6,448		5,747		7		7
Insurance commissions and fees	5,135		5,141		5		5
Securities commissions and fees	4,319		3,623		4		4
Capital markets income	5,214		3,847		6		5
Mortgage banking operations	5,529		3,790		4		6
Dividends on non-marketable equity securities					5		4
Bank owned life insurance	3,285		2,153		3		3
Net securities gains	—		2,625
Other	7,496		3,609		1		3
Total Non-Interest Income	67,503		55,116		65		67
Non-Interest Expense
Salaries and employee benefits	89,326		73,578		91		89
Net occupancy	15,568		11,349		15		16
Equipment	14,465		9,630		15		14
Amortization of intangibles	4,218		3,098		4		4
Outside services	14,725		13,043		15		15
FDIC insurance	8,834		5,387		6		9
Supplies	1,684		2,196
Bank shares and franchise taxes	3,452		2,980		3		3
Merger-related	—		52,724
Other	18,811		13,570		17		21
Total Non-Interest Expense	171,083		187,555		166		171
Income Before Income Taxes	108,030		29,463		116		108
Income taxes	21,268		6,484		22		21
Net Income	86,762		22,979		94		87
Preferred stock dividends	2,010		2,010		2		2
Net Income Available to Common Stockholders	$	84,752	$	20,969	$	92	$	85
Earnings per Common Share
Basic	$	0.26	$	0.09	$	0.28	$	0.26
Diluted	$	0.26	$	0.09	$	0.28	$	0.26
Cash Dividends per Common Share	$	0.12	$	0.12	$	0.12	$	0.12

See accompanying Notes to Consolidated Financial Statements (unaudited)

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F.N.B. CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Dollars in ~~thousands~~millions

Unaudited

Three Months Ended
March 31,
2018 2017
Net income $ 86,762
$ 22,979
Other comprehensive (loss) income:
Securities available for sale:
Unrealized (losses) gains arising during the period, net of tax (benefit) expense of $(8,467) and $3,248
(29,787 ) 6,032
Reclassification adjustment for gains included in net income, net of tax expense of $0 and $424
—
(787 )
Derivative instruments:
Unrealized gains (losses) arising during the period, net of tax expense (benefit) of $1,082 and $(550)
3,804
(1,022 )
Reclassification adjustment for gains included in net income, net of tax expense of $49 and $125
(173 ) (233 )
Pension and postretirement benefit obligations:
Unrealized (losses) gains arising during the period, net of tax (benefit) expense of $136 and $221
484
410
Other comprehensive (loss) income (25,672 ) 4,400
Comprehensive income $ 61,090
$ 27,379



	Three Months Ended March 31,
	2019			2018
Net income	$	94		$	87
Other comprehensive income (loss):
Securities available for sale:
Unrealized gains (losses) arising during the period, net of tax expense (benefit) of $7 and $(8)	24			(30		)
Derivative instruments:
Unrealized (losses) gains arising during the period, net of tax (benefit) expense of $(2) and $1	(6		)	4
Reclassification adjustment for (gains) losses included in net income, net of tax expense (benefit) of $0 and $0	(1		)	—
Pension and postretirement benefit obligations:
Unrealized gains (losses) arising during the period, net of tax expense (benefit) of $0 and $0	1			—
Other Comprehensive Income (Loss)	18			(26		)
Comprehensive Income	$	112		$	61

See accompanying Notes to Consolidated Financial Statements (unaudited)

Table of Contents

F.N.B. CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Dollars in ~~thousands,~~millions, except per share data

Unaudited


	Preferred Stock		Common Stock		Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total			Preferred Stock		Common Stock		Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total
Balance at January 1, 2017	$	106,882	$	2,125	$	2,234,366	$	304,397		$	(61,369	)	$	(14,784	)	$	2,571,617
Comprehensive income							22,979			4,400						27,379
Balance at January 1, 2018																			$	107	$	3	$	4,033	$	368		$	(83	)	$	(19	)	$	4,409
Comprehensive income (loss)																									87			(26		)				61
Dividends declared:
Preferred stock							(2,010		)							(2,010		)							(2		)							(2		)
Common stock: $0.12/share							(25,548		)							(25,548		)							(39		)							(39		)
Issuance of common stock			5		2,117								(2,925		)	(803		)			—		2								—			2
Issuance of common stock - acquisitions			1,116		1,780,891											1,782,007
Restricted stock compensation					1,394											1,394							2											2
Tax benefit of stock-based compensation					1,759											1,759
Balance at March 31, 2017	$	106,882	$	3,246	$	4,020,527	$	299,818		$	(56,969	)	$	(17,709	)	$	4,355,795
Balance at January 1, 2018	$	106,882	$	3,253	$	4,033,567	$	367,658		$	(83,052	)	$	(19,114	)	$	4,409,194
Balance at March 31, 2018																			$	107	$	3	$	4,037	$	414		$	(109	)	$	(19	)	$	4,433
Balance at January 1, 2019																			$	107	$	3	$	4,049	$	576		$	(106	)	$	(21	)	$	4,608
Comprehensive income							86,762			(25,672		)				61,090									94			18						112
Dividends declared:
Preferred stock							(2,010		)							(2,010		)							(2		)							(2		)
Common stock: $0.12/share							(39,070		)							(39,070		)							(39		)							(39		)
Issuance of common stock			2		2,341								(33		)	2,310					—		1								(2		)	(1		)
Restricted stock compensation					1,939											1,939							2											2
Balance at March 31, 2018	$	106,882	$	3,255	$	4,037,847	$	413,340		$	(108,724	)	$	(19,147	)	$	4,433,453
Balance at March 31, 2019																			$	107	$	3	$	4,052	$	629		$	(88	)	$	(23	)	$	4,680

See accompanying Notes to Consolidated Financial Statements (unaudited)

Table of Contents

F.N.B. CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Dollars in ~~thousands~~millions

Unaudited


	Three Months Ended March 31,						Three Months Ended March 31,
	2018			2017			2019			2018
Operating Activities
Net income	$	86,762		$	22,979		$	94		$	87
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation, amortization and accretion	23,676			17,276			7			24
Provision for credit losses	14,495			10,850			14			14
Deferred tax expense	1,864			11,224			2			2
Net securities gains	—			(2,625		)
Tax benefit of stock-based compensation	(233		)	(720		)
Loans originated for sale	(208,990		)	(182,771		)	(217		)	(209		)
Loans sold	269,235			135,405			206			269
Gain on sale of loans	(5,336		)	(3,344		)
Net gain on sale of loans							(4		)	(5		)
Net change in:
Interest receivable	(828		)	(1,527		)	(11		)	(1		)
Interest payable	282			444			3			—
Bank owned life insurance	(3,093		)	(1,962		)	(1		)	(3		)
Other, net	32,559			13,403			(76		)	32
Net cash flows provided by operating activities	210,393			18,632			17			210
Investing Activities
Net change in loans and leases	(284,196		)	(208,958		)	(467		)	(284		)
Securities available for sale:
Debt securities available for sale:
Purchases	(357,784		)	(492,227		)	(175		)	(358		)
Sales	—			549,460
Maturities	153,401			119,867			142			153
Debt securities held to maturity:
Purchases	(63,918		)	(531,560		)	(25		)	(64		)
Sales	—			1,574
Maturities	80,492			119,324			107			81
Increase in premises and equipment	(9,347		)	(23,186		)	(10		)	(9		)
Net cash received in business combinations	—			197,682
Net cash flows used in investing activities	(481,352		)	(268,024		)	(428		)	(481		)
Financing Activities
Net change in:
Demand (non-interest bearing and interest bearing) and savings accounts	(23,416		)	73,291			205			(23		)
Time deposits	122,040			11,421			224			122
Short-term borrowings	124,143			286,765			(18		)	124
Proceeds from issuance of long-term borrowings	10,122			65,998			228			10
Repayment of long-term borrowings	(18,213		)	(82,506		)	(179		)	(18		)
Net proceeds from issuance of common stock	4,249			957			1			4
Cash dividends paid:
Preferred stock	(2,010		)	(2,010		)	(2		)	(2		)
Common stock	(39,070		)	(25,548		)	(39		)	(39		)
Net cash flows provided by financing activities	177,845			328,368			420			178
Net Increase (Decrease) in Cash and Cash Equivalents	(93,114		)	78,976			9			(93		)
Cash and cash equivalents at beginning of period	479,443			371,407			488			479
Cash and Cash Equivalents at End of Period	$	386,329		$	450,383		$	497		$	386

See accompanying Notes to Consolidated Financial Statements (unaudited)

Table of Contents

F.N.B. CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, ~~2018~~2019

The terms “FNB,” “the Corporation,” “we,” “us” and “our” throughout this Report mean F.N.B. Corporation and our consolidated subsidiaries, unless the context indicates that we refer only to the parent company, F.N.B. Corporation. When we refer to "FNBPA" in this Report, we mean our only bank subsidiary, First National Bank of Pennsylvania, and its subsidiaries.

NATURE OF OPERATIONS

F.N.B. Corporation, headquartered in Pittsburgh, Pennsylvania, is a diversified financial services company operating in ~~eight states. Through FNBPA, we have over 150 years~~seven states and the District of ~~serving the financial and banking needs of our customers. We hold a significant retail deposit~~Columbia. Our market ~~share in attractive markets~~coverage spans several major metropolitan areas including: Pittsburgh, Pennsylvania; Baltimore, Maryland; Cleveland, Ohio; Washington, D.C.; and Charlotte, ~~Raleigh-Durham~~Raleigh, Durham and the Piedmont Triad (Winston-Salem, Greensboro and High Point) in North Carolina. As of March 31, ~~2018,~~2019, we had ~~417~~397 banking offices throughout Pennsylvania, Ohio, Maryland, West Virginia, North Carolina and South Carolina.

We provide a full range of commercial banking, consumer banking and wealth management solutions through our subsidiary network which is led by our largest affiliate, ~~FNBPA.~~FNBPA, founded in 1864. Commercial banking solutions include corporate banking, small business banking, investment real estate financing, government banking, business credit, capital markets and lease financing. Consumer banking provides a full line of consumer banking products and services including deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services. Wealth management services include ~~fiduciary and brokerage services,~~ asset management, private banking and insurance. ~~We also operate Regency Finance Company, which had 77 consumer finance offices in Pennsylvania, Ohio, Kentucky and Tennessee as of March 31, 2018.~~

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Our accompanying Consolidated Financial Statements and these Notes to ~~the~~Consolidated Financial Statements (unaudited) include subsidiaries in which we have a controlling financial interest. We own and operate FNBPA, First National Trust Company, First National Investment Services Company, LLC, F.N.B. Investment Advisors, Inc., First National Insurance Agency, LLC, ~~Regency,~~ Bank Capital Services, LLC and F.N.B. Capital Corporation, LLC, and include results for each of these entities in the accompanying Consolidated Financial Statements.

Companies in which we hold more than a 50% voting equity interest, or a controlling financial interest, or are a variable interest entity (VIE) in which we have the power to direct the activities of an entity that most significantly impact the entity’s economic performance and has an obligation to absorb losses or the right to receive benefits from the VIE which could potentially be significant to the VIE are consolidated. VIEs in which we do not hold the power to direct the activities of the entity that most significantly impact the entity’s economic performance or does not have an obligation to absorb losses or the right to receive benefits from the VIE which could potentially be significant to the VIE are not consolidated. Investments in companies that are not consolidated are accounted for using the equity method when we have the ability to exert significant influence. Investments in private investment partnerships that are accounted for under the equity method or the cost method are included in other assets and our proportional interest in the equity investments’ earnings are included in other non-interest income. Investment interests accounted for under the cost and equity methods are periodically evaluated for impairment.

The accompanying interim unaudited Consolidated Financial Statements include all adjustments that are necessary, in the opinion of management, to fairly reflect our financial position and results of operations in accordance with ~~U.S. generally accepted accounting principles.~~GAAP. All significant intercompany balances and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to the current period presentation. Such reclassifications had no impact on our net income and stockholders’ equity. Events occurring subsequent to ~~the date of the~~ March 31, ~~2018 Balance Sheet~~2019 have been evaluated for potential recognition or disclosure in the Consolidated Financial Statements through the date of the filing of the Consolidated Financial Statements with the Securities and Exchange Commission.

Certain information and Note disclosures normally included in Consolidated Financial Statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The interim operating results are not necessarily indicative of operating results FNB expects for the full year. These interim unaudited Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto included in ~~FNB’s 2017~~our 2018 Annual Report on Form 10-K filed with the SEC on February ~~28, 2018.~~26, 2019. For a detailed description of our significant

Table of Contents

accounting policies, see Note 1 "Summary of Significant Accounting Policies" in ~~the 2017~~our 2018 Annual Report on Form ~~10-K.~~10-K. The accounting policies presented below have been added or amended for newly material items or the adoption of new accounting standards.

Use of Estimates

Our accounting and reporting policies conform with GAAP. The preparation of ~~Financial Statements~~financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying ~~Notes.~~Notes to Consolidated Financial Statements (unaudited). Actual results could materially differ from those estimates. Material estimates that are particularly

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susceptible to significant changes include the allowance for credit losses, accounting for loans acquired ~~loans,~~in a business combination, fair value of financial instruments, goodwill and other intangible assets, litigation, income taxes and deferred tax ~~assets~~assets.

Derivative Instruments and ~~litigation.~~Hedging Activities

~~Revenue from Contracts with Customers~~

~~We earn certain revenues from contracts with customers. These revenues are recognized when control~~From time to time, we may enter into derivative transactions principally to protect against the risk of ~~the promised services is transferred to the customers in an amount that reflects the consideration we expect to be entitled to in an exchange for those services.~~

In determining the appropriate revenue recognition for our contracts with customers, we consider whether the contract has commercial substance and is approved by both parties with identifiable contractual rights, payment terms, and the collectability of consideration is probable. Generally, we satisfy our performance obligations upon the completion of services at the amount to which we have the right to invoiceadverse price or ~~charge under contracts with an original expected duration of one year or less. We apply this guidance~~interest rate movements on ~~a portfolio basis to contracts with similar characteristics and for which we believe the results would not differ materially from applying this guidance to individual contracts.~~

Our services provided under contracts with customers are transferred at the point in time when the services are rendered. Generally, we do not defer incremental direct costs to obtain contracts with customers that would be amortized in one year or less under the practical expedient. These costs are recognized as expense, primarily salary and benefit expense, in the period incurred.

~~Deposit Services~~.We recognize revenue on deposit services based on published fees for services provided. Demand and savings deposit customers have the right to cancel their depository arrangements and withdraw their deposited funds at any time without prior notice. When services involve deposited funds that can be retrieved by customers without penalties, we consider the service contract term to be day-to-day, where each day represents the renewal of the contract. The contract does not extend beyond the services performed and revenue is recognized at the end of the contract term (daily) as the performance obligation is satisfied.

~~No deposit services fees exist for long-term deposit products beyond early withdrawal penalties, which are earned on these products at the time of early termination.~~

Revenue from deposit services fees are reduced where we have a history of waived or reduced fees by customer request or due to a customer service issue, by historical experience, or another acceptable method in the same period as the related revenues. Revenues from deposit services are reported in the Consolidated Statements of Income as service charges and in the Community Banking segment as non-interest income.

~~Wealth Management Services.~~Wealth advisory and trust services are provided on a month-to-month basis and invoiced as services are rendered. Fees are based on a fixed amount or a scale based on the level of services provided or assets under management. The customer has the right to terminate their services agreement at any time. We determine the value of ~~services performed based~~certain assets and liabilities and on the fee schedule in effect at the time the services are performed. Revenues from wealth advisory and trust services are reported in the Consolidated Statements of Income as trust services and securities commissions and fees, and in the Wealth segment as non-interest income.

~~Insurance Services.~~Insurance services include full-service insurance brokerage services offering numerous lines of commercial and personal insurance through major carriers to businesses and individuals within our geographic markets. We recognize revenue on insurance contracts in effect based on contractually specified commission payments on premiums that are paid by the customer to the insurance carrier. Contracts are cancellable at any time and we have no performance obligation to the customers beyond the time the insurance is placed into effect. Revenues from insurance services are reported in the Consolidated Statements of Income as insurance commissions and fees, and in the Insurance segment as non-interest income.

~~Debt Securities~~

Debt securities comprise a significant portion of our Consolidated Balance Sheets. Such securities can be classified as trading, HTM or AFS. As of March 31, 2018 and 2017, we did not hold any trading debt securities.

Debt securities HTM are the securities that management has the positive intent and ability to hold until their maturity. Such securities are carried at cost, adjusted for related amortization of premiums and accretion of discounts through interest income from securities, and subject to evaluation for OTTI.

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~~Debt securities that are not classified as trading or HTM are classified as AFS. Such securities~~future cash flows. All derivative instruments are carried at fair value on the Consolidated Balance Sheets as either an asset or liability. Accounting for the changes in fair value of a derivative is dependent upon whether it has been designated in a formal, qualifying hedging relationship. For derivatives in qualifying hedging relationships, we formally document all relationships between hedging instruments and hedged items, as well as our risk management objective and strategy for undertaking each hedge transaction. Cash flows from hedging activities are classified in the same category as the items hedged.

Beginning in the first quarter of 2019, we adopted ASU 2017-12 which provides targeted improvements to the hedge accounting model that more closely aligns the accounting and reporting for hedging relationships with ~~net unrealized gains~~risk management activities. In addition, ASU 2017-12 provides administrative relief by easing documentation requirements, simplifying the application of hedge accounting by expanding the application of the shortcut method, eliminating the separate measurement and ~~losses deemed~~reporting of hedge ineffectiveness and generally requiring the entire effect of the hedging instrument and the hedged item to be ~~temporary~~presented in the same income statement line item. We believe these changes will provide users with more useful information about the effect of our risk management activities on the financial statements.

Changes in fair value of a derivative instrument that has been designated and ~~OTTI attributable to non-credit factors reported separately~~qualifies as a ~~component of~~cash flow hedge, including any ineffectiveness, are recorded in accumulated other comprehensive income, net of tax. Amounts are reclassified from AOCI to the consolidated statements of income in the same line item used to present the earnings effect of the hedged item in the period or periods in which the hedged transaction affects earnings. Prior to 2019, the ineffective portion, if any, was reported in earnings immediately.

WeAt the hedge’s inception a formal assessment is performed to determine whether changes in the fair values or cash flows of the derivative instruments have been highly effective in offsetting changes in fair values or cash flows of the hedged items and whether they are expected to be highly effective in the future. At each reporting period thereafter, a statistical regression or qualitative analysis is performed to evaluate ~~our debt securities in a loss position for OTTI on a quarterly basis at the individual security level based on our intent to sell.~~hedge effectiveness. If ~~we intend to sell the debt security or~~ it is ~~more likely than~~determined a derivative instrument has not been or will not continue to be highly effective as a hedge, hedge accounting is discontinued.

In addition, we ~~will be required~~enter into interest rate swap agreements to ~~sell~~meet the ~~security before recovery~~financing, interest rate and equity risk management needs of ~~its amortized cost basis, OTTI must be recognized~~qualifying commercial loan customers. These agreements provide the customer the ability to convert from variable to fixed interest rates. We then enter into positions with a derivative counterparty in ~~earnings equal~~order to offset our exposure on the ~~entire difference between~~fixed components of the ~~investments’ amortized cost basis~~customer agreements. The credit risk associated with derivatives executed with customers is essentially the same as that involved in extending loans and ~~its~~is subject to normal credit policies and monitoring. We seek to minimize counterparty credit risk by entering into transactions with only high-quality institutions. These arrangements meet the definition of derivatives, but are not designated as qualifying hedging relationships. The interest rate swap agreement with the loan customer and with the counterparty are reported at fair value. If we do not intend to sell the debt security and it is not more likely than not that we will be required to sell the security before recovery of its amortized cost basis, OTTI must be separated into the amount representing credit loss and the amount related to all other market factors. The amount related to credit loss will be recognized in earnings. The amount related to other market factors will be recognizedvalue in other ~~comprehensive income, net of applicable taxes.~~

~~We perform our OTTI evaluation process in a consistent~~assets and systematic manner and include an evaluation of all available evidence. This process considers factors such as length of time and anticipated recovery period of the impairment, recent events specific to the issuer and recent experience regarding principal and interest payments.

~~Low Income Housing Tax Credit (LIHTC) Partnerships~~

~~We invest in various affordable housing projects that qualify for LIHTCs. The net investments are recorded in~~ other ~~assets~~liabilities on the Consolidated Balance ~~Sheets. These investments generate~~Sheets with any resulting gain or loss recorded in current period earnings as other income.

Leases

We determine if an arrangement is, or contains, a ~~return through~~lease at inception of the ~~realization~~contract. As a lessee, we consider a contract to be, or contain, a lease if the contract conveys the right to control the use of ~~federal tax credits.~~an identified asset in exchange for consideration. We recognize in our Consolidated Balance Sheets the obligation to make lease payments and a right-of-use asset representing our right to use the ~~proportional amortization method~~underlying asset for the lease term. For an operating lease, the right-of-use asset and lease liability are included

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in other assets and other liabilities, respectively. Finance leases are included in premises and equipment, and other liabilities. We do not record leases with an initial term of 12 months or less on the Balance Sheet, instead we recognize lease expense for leases with an initial term of 12 months or less on a straight-line basis over the lease term. For leases that commenced before January 1, 2019, we have applied the modified retrospective approach which resulted in comparative information not being restated. The new standard provides a number of optional practical expedients in transition. We elected the ‘package of practical expedients,’ which permits us to ~~account~~not reassess our prior conclusions about lease identification, lease classification and initial direct cost.

Right-of-use assets and liabilities are initially measured at the present value of lease payments over the lease term, discounted using the interest rate implicit in the lease at the commencement date. If the rate implicit in the lease cannot be readily determined, we discount the lease using our incremental borrowing rate which is derived by reference to FNB's secured borrowing rate. Our leases may include options to extend the lease. When it is reasonably certain that we will exercise an option, the lease term includes those periods. Lease expense is recognized on a straight-line basis over the lease term.

We have real estate lease agreements with lease and non-lease components, which are generally accounted for as a ~~majority~~single lease component.

As a lessor, when a lease meets certain criteria indicating that we effectively have transferred control of ~~our investments in these entities. LIHTCs that do~~the underlying asset to the customer, the lease is classified as a sales-type lease. When a lease does not meet the ~~requirements~~criteria for a sales-type lease but meets the criteria of a direct financing lease, the lease is classified as a direct financing lease. When none of the ~~proportional amortization method~~required criteria for sales-type lease or direct-financing lease are met, the lease is classified as an operating lease.

Both sales-type leases and direct financing leases are recognized ~~using the equity method. Our~~as a net investment in ~~LIHTCs was $26.1 million~~the lease. The net investment comprises the lease receivable including any residual value of the underlying asset that is guaranteed by the customer or any other third party unrelated to us and ~~$20.9 million at March 31, 2018~~the unguaranteed residual value of the underlying asset. Operating lease income is recognized over the lease term on a straight-line basis. We do not evaluate whether sales taxes and ~~December 31, 2017, respectively. Our unfunded commitments in LIHTCs were $60.1 million~~similar taxes imposed by a governmental authority on lease transactions and ~~$67.2 million at March 31, 2018~~collected by us are our primary obligation as owner of the underlying leased asset and ~~December 31, 2017, respectively.~~

exclude from lease income all taxes collected.

NOTE 2. NEW ACCOUNTING STANDARDS

The following table summarizes accounting pronouncements issued by the Financial Accounting Standards Board that we recently adopted or will be adopting in the future.

TABLE 2.1



Standard	Description	Required Date of Adoption	Financial Statements Impact
Derivative and Hedging Activities
ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities	This Update improves the financial reporting of hedging to better align with a company’s risk management activities. In addition, this Update makes certain targeted improvements to simplify the application of the current hedge accounting guidance.	January 1, 2019 Early adoption is permitted.	This Update ~~is to be~~was applied using a modified retrospective method. The presentation and disclosure guidance ~~are~~were applied prospectively. ~~We are currently assessing the potential impact to~~The adoption of this Update did not have a material effect on our Consolidated Financial Statements.
Securities
ASU 2017-08, Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities	This Update shortens the amortization period for the premium on certain purchased callable securities to the earliest call date. The accounting for purchased callable debt securities held at a discount does not change.	January 1, 2019 Early adoption is permitted.	This Update ~~is to be~~was applied using a modified retrospective transition method. The adoption of this Update isdid not ~~expected to~~ have a material effect on our Consolidated Financial Statements.

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Standard	Description	Required Date of Adoption	Financial Statements Impact
~~Retirement Benefits~~
~~ASU 2017-07,~~ ~~Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost~~	This Update requires that an employer disaggregate the service cost component from the other components of net benefit cost. The amendments also provide explicit guidance on how to present the service cost component and the other components of net benefit cost in the income statement and allows only the service cost component of net benefit cost to be eligible for capitalization.	~~January 1, 2018~~	~~We adopted this Update in the first quarter of 2018 by a retrospective transition method. The adoption of this Update did not have a material effect on our Consolidated Financial Statements.~~
~~Statement of Cash Flows~~
~~ASU 2016-15,~~ ~~Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)~~	~~This Update adds or clarifies guidance on eight cash flow issues.~~	~~January 1, 2018~~	~~We adopted this Update in the first quarter of 2018 by retrospective application. The adoption of this Update did not have a material effect on our Consolidated Financial Statements.~~
Credit Losses
ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments	~~This Update replaces~~These Updates replace the current incurred loss impairment methodology with a methodology that reflects current expected credit losses (commonly referred to as CECL) for most financial assets measured at amortized cost and certain other instruments, including loans, HTM debt securities, net investments in leases and off-balance sheet credit exposures. CECL requires loss estimates for the remaining life of the financial asset at the time the asset is originated or acquired, considering historical experience, current conditions and reasonable and supportable forecasts. In addition, the Update will require the use of a modified AFS debt security impairment model and eliminate the current accounting for purchased credit impaired loans and debt securities.	January 1, 2020 Early adoption is permitted for fiscal years beginning after December 15, 2018	~~This Update is~~These Updates are to be applied using a cumulative-effect adjustment to retained earnings. The CECL model is a significant change from existing GAAP and may result in a material change to our accounting for financial ~~instruments.~~instruments and regulatory capital. We have created a cross-functional steering committee to govern implementation. We are ~~reviewing our business processes, information systems~~in the process of implementing a new modeling platform and ~~controls~~integrating other auxiliary models to support ~~recognition~~a calculation of expected credit losses under CECL. We have made preliminary decisions on segmentation and ~~disclosures under this Update. This~~are finalizing other inputs necessary to execute parallel runs beginning in the second quarter of 2019 to ensure we are ready to calculate, review ~~includes an assessment~~and report on our CECL allowance for credit losses for the first quarter of ~~our existing credit models and the financial statement disclosure requirements.~~2020. The impact of this Update will be dependent on the portfolio composition, credit quality and forecasts of economic conditions at the time of adoption.
~~Extinguishments of Liabilities~~
~~ASU 2016-04,~~ ~~Liabilities - Extinguishments of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products (a consensus of the Emerging Issues Task Force)~~	~~This Update requires entities that sell prepaid stored-value products redeemable for goods, services or cash at third-party merchants to recognize breakage.~~	~~January 1, 2018~~	~~We adopted this Update in the first quarter of 2018. The adoption of this Update did not have a material effect on our Consolidated Financial Statements.~~

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~~Standard~~	~~Description~~	~~Required Date of Adoption~~	~~Financial Statements Impact~~
Leases
ASU 2016-02, Leases (Topic 842) ASU 2018-10, Codification Improvements to Topic 842, Leases ASU 2018-11, Leases (Topic 842), Targeted Improvements ASU 2018-20, Leases (Topic 842), Narrow-Scope Improvements for Lessors ASU 2019-01, Lease (Topic 842), Codification Improvements	~~This Updaterequires~~These Updates require lessees to put most leases on ~~their balance sheets~~the Consolidated Balance Sheets but recognize expenses in the ~~income statement~~Consolidated Statements of Income similar to current accounting. In addition, the Update changes the guidance for ~~sale-leaseback~~sales-leaseback transactions, initial direct costs and lease executory costs for most entities. All entities will classify leases to determine how to recognize lease related revenue and expense.	January 1, 2019 Early adoption is permitted.	~~This Update is to be applied using a~~We adopted these Updates in the first quarter of 2019 under the modified retrospective ~~application including~~approach. In addition, the new standard provides a number of optional practical ~~expedients.~~expedients in transition. We ~~are~~elected the ‘package of practical expedients,’ which permits us to not reassess our prior conclusions about lease identification, lease classification and initial direct costs. Adoption of the new standard resulted in the ~~process~~recording of ~~reviewing our existing~~$116 million in right-of-use assets and corresponding lease ~~portfolios, implementing a software solution and assessing the potential impact to our Consolidated Financial Statements.~~
~~Financial Instruments – Recognition and Measurement~~
~~ASU 2016-01,~~ ~~Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement~~liabilities of ~~Financial Assets and Financial Liabilities~~	~~This Update amends the presentation and accounting~~$126 million for certain financial instruments, including liabilities measured at fair value under the FVO, and equity investments. The guidance also updates fair value presentation and disclosure requirements for financial instruments measured at amortized cost.	~~January 1, 2018~~	~~We adopted this Update in the first quarter of 2018 by a cumulative-effect adjustment. The adoption of this Update did not have a material effect~~operating leases on our Consolidated ~~Financial Statements. During the first quarter of 2018, we transferred marketable equity securities totaling $1.1 million from securities AFS to other assets.~~
~~Revenue Recognition~~
~~ASU 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606)~~	This Update modifies the guidance used to recognize revenue from contracts with customers for transfers of goods and services and transfers of nonfinancial assets, unless those contracts are within the scope of other guidance.Balance Sheet. The ~~guidance also requires new qualitative and quantitative disclosures about contract balances and performance obligations.~~	~~January 1, 2018~~	~~We adopted this Update in the first quarter of 2018 under the modified retrospective method. The adoption of this Update~~standard did not ~~have a material effect~~materially impact our consolidated net earnings and had no impact on ~~our Consolidated Financial Statements.~~cash flows.

~~NOTE 3. MERGERS AND ACQUISITIONS~~

~~Yadkin Financial Corporation~~

On March 11, 2017, we completed our acquisition of YDKN, a bank holding company based in Raleigh, North Carolina. YDKN’s banking affiliate, Yadkin Bank, was merged into FNBPA on March 11, 2017. YDKN’s results of operations have been included in our Consolidated Statements of Income since that date. The acquisition enabled us to enter several North Carolina markets, including Raleigh, Charlotte and the Piedmont Triad, which is comprised of Winston-Salem, Greensboro and High Point. We also completed the core systems conversion activities during the first quarter of 2017.

On the acquisition date, the fair values of YDKN included $6.8 billion in assets, of which there was $5.1 billion in loans, and $5.2 billion in deposits. The acquisition was valued at $1.8 billion based on the acquisition date FNB common stock closing price of $15.97 and resulted in FNB issuing 111,619,622 shares of our common stock in exchange for 51,677,565 shares of YDKN common stock. Under the terms of the merger agreement, shareholders of YDKN received 2.16 shares of FNB common stock for each share of YDKN common stock and cash in lieu of fractional shares. YDKN’s fully vested and outstanding stock options were converted into options to purchase and receive FNB common stock. In conjunction with the acquisition, we assumed a warrant that was issued by YDKN to the UST under the Capital Purchase Program. Based on the exchange ratio, this

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~~warrant, which expires in 2019, was converted into a warrant to purchase up to 207,320 shares of FNB common stock with an exercise price of $9.63.~~

The acquisition of YDKN constituted a business combination and has been accounted for using the acquisition method of accounting, and accordingly, assets acquired, liabilities assumed and consideration exchanged were recorded at estimated fair value on the acquisition date. The determination of estimated fair values required management to make certain estimates about discount rates, future expected cash flows, market conditions, and other future events that are highly subjective in nature and may require adjustments, which can be updated for up to a year following the acquisition. As of March 31, 2018, all fair values and related adjustments to goodwill have been recorded.

NOTE 4.3. SECURITIES

The amortized cost and fair value of debt securities are as follows:

TABLE 3.1



(in millions)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Debt Securities Available for Sale:
March 31, 2019
U.S. government agencies	$	182	$	—	$	(1	)	$	181
U.S. government-sponsored entities	301		—		(2		)	299
Residential mortgage-backed securities:
Agency mortgage-backed securities	1,396		1		(19		)	1,378
Agency collateralized mortgage obligations	1,305		8		(15		)	1,298
Commercial mortgage-backed securities	228		1		(1		)	228
States of the U.S. and political subdivisions	17		—		—			17
Other debt securities	2		—		—			2
Total debt securities available for sale	$	3,431	$	10	$	(38	)	$	3,403
December 31, 2018
U.S. government agencies	$	188	$	—	$	(1	)	$	187
U.S. government-sponsored entities	317		—		(4		)	313
Residential mortgage-backed securities:
Agency mortgage-backed securities	1,465		—		(36		)	1,429
Agency collateralized mortgage obligations	1,179		5		(23		)	1,161
Commercial mortgage-backed securities	229		—		(1		)	228
States of the U.S. and political subdivisions	21		—		—			21
Other debt securities	2		—		—			2
Total debt securities available for sale	$	3,401	$	5	$	(65	)	$	3,341

(in thousands)
Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair
Value
Securities Available for Sale:
March 31, 2018
U.S. government-sponsored entities $ 364,600
$ —
$ (5,952 ) $ 358,648
Residential mortgage-backed securities:
Agency mortgage-backed securities 1,713,036
458
(41,921 ) 1,671,573
Agency collateralized mortgage obligations 860,902
28
(28,580 ) 832,350
Non-agency collateralized mortgage obligations 1
—
—
1
Commercial mortgage-backed securities 39,183
30
—
39,213
States of the U.S. and political subdivisions 21,138
3
(118 ) 21,023
Other debt securities 4,916
—
(261 ) 4,655
Total debt securities available for sale $ 3,003,776
$ 519
$ (76,832 ) $ 2,927,463
December 31, 2017
U.S. government-sponsored entities $ 347,767
$ 52
$ (3,877 ) $ 343,942
Residential mortgage-backed securities:
Agency mortgage-backed securities 1,615,168
1,225
(17,519 ) 1,598,874
Agency collateralized mortgage obligations 813,034
—
(18,077 ) 794,957
Non-agency collateralized mortgage obligations 1
—
—
1
States of the U.S. and political subdivisions 21,151
6
(64 ) 21,093
Other debt securities 4,913
—
(243 ) 4,670
Total debt securities 2,802,034
1,283
(39,780 ) 2,763,537
Equity securities 587
438
—
1,025
Total securities available for sale $ 2,802,621
$ 1,721
$ (39,780 ) $ 2,764,562

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(in millions)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Debt Securities Held to Maturity:
March 31, 2019
U.S. Treasury	$	1	$	—	$	—		$	1
U.S. government agencies	2		—		—			2
U.S. government-sponsored entities	200		—		(3		)	197
Residential mortgage-backed securities:
Agency mortgage-backed securities	997		1		(11		)	987
Agency collateralized mortgage obligations	764		3		(16		)	751
Commercial mortgage-backed securities	104		2		(1		)	105
States of the U.S. and political subdivisions	1,103		9		(16		)	1,096
Total debt securities held to maturity	$	3,171	$	15	$	(47	)	$	3,139
December 31, 2018
U.S. Treasury	$	1	$	—	$	—		$	1
U.S. government agencies	2		—		—			2
U.S. government-sponsored entities	215		—		(4		)	211
Residential mortgage-backed securities:
Agency mortgage-backed securities	1,036		—		(26		)	1,010
Agency collateralized mortgage obligations	794		1		(24		)	771
Commercial mortgage-backed securities	126		1		(1		)	126
States of the U.S. and political subdivisions	1,080		3		(49		)	1,034
Total debt securities held to maturity	$	3,254	$	5	$	(104	)	$	3,155

(in thousands)
Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair
Value
Debt Securities Held to Maturity:
March 31, 2018
U.S. Treasury $ 500
$ 114
$ —
$ 614
U.S. government-sponsored entities 247,272
81
(5,716 ) 241,637
Residential mortgage-backed securities:
Agency mortgage-backed securities 1,174,426
491
(27,472 ) 1,147,445
Agency collateralized mortgage obligations 783,151
257
(29,971 ) 753,437
Commercial mortgage-backed securities 79,476
32
(1,245 ) 78,263
States of the U.S. and political subdivisions 939,175
2,483
(31,090 ) 910,568
Total debt securities held to maturity $ 3,224,000
$ 3,458
$ (95,494 ) $ 3,131,964
December 31, 2017
U.S. Treasury $ 500
$ 134
$ —
$ 634
U.S. government-sponsored entities 247,310
93
(4,388 ) 243,015
Residential mortgage-backed securities:
Agency mortgage-backed securities 1,219,802
3,475
(9,058 ) 1,214,219
Agency collateralized mortgage obligations 777,146
32
(20,095 ) 757,083
Commercial mortgage-backed securities 80,786
414
(575 ) 80,625
States of the U.S. and political subdivisions 916,724
13,209
(7,130 ) 922,803
Total debt securities held to maturity $ 3,242,268
$ 17,357
$ (41,246 ) $ 3,218,379

~~Gross~~There were no gross gains ~~and~~or gross losses ~~were~~ realized on securities ~~as follows:~~

Three Months Ended
March 31,
(in thousands) 2018 2017
Gross gains $ —
$ 3,400
Gross losses —
(775 )
Net gains $ —
$ 2,625
during the three months ended March 31, 2019 or 2018.

As of March 31, ~~2018,~~2019, the amortized cost and fair value of debt securities, by contractual maturities, were as follows:

TABLE 3.2



	Available for Sale				Held to Maturity
(in millions)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	78	$	77	$	42	$	41
Due after one year but within five years	240		238		175		173
Due after five years but within ten years	78		78		111		112
Due after ten years	106		106		978		970
	502		499		1,306		1,296
Residential mortgage-backed securities:
Agency mortgage-backed securities	1,396		1,378		997		987
Agency collateralized mortgage obligations	1,305		1,298		764		751
Commercial mortgage-backed securities	228		228		104		105
Total debt securities	$	3,431	$	3,403	$	3,171	$	3,139

Available for Sale Held to Maturity
(in thousands)
Amortized
Cost

Fair
Value

Amortized
Cost

Fair
Value
Due in one year or less $ 65,814
$ 65,498
$ 45,461
$ 45,221
Due from one to five years 262,236
256,811
210,014
204,580
Due from five to ten years 7,876
7,725
94,022
93,225
Due after ten years 54,728
54,292
837,450
809,793
390,654
384,326
1,186,947
1,152,819
Residential mortgage-backed securities:
Agency mortgage-backed securities 1,713,036
1,671,573
1,174,426
1,147,445
Agency collateralized mortgage obligations 860,902
832,350
783,151
753,437
Non-agency collateralized mortgage obligations 1
1
—
—
Commercial mortgage-backed securities 39,183
39,213
79,476
78,263
Total debt securities $ 3,003,776
$ 2,927,463
$ 3,224,000
$ 3,131,964

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Maturities may differ from contractual terms because borrowers may have the right to call or prepay obligations with or without penalties. Periodic payments are received on residential mortgage-backed securities based on the payment patterns of the underlying collateral.

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Following is information relating to securities pledged:

TABLE 3.3



(dollars in millions)	March 31, 2019			December 31, 2018
Securities pledged (carrying value):
To secure public deposits, trust deposits and for other purposes as required by law	$	3,799		$	3,874
As collateral for short-term borrowings	255			279
Securities pledged as a percent of total securities	61.7		%	63.0		%

(dollars in thousands) March 31,
2018 December 31,
2017
Securities pledged (carrying value):
To secure public deposits, trust deposits and for other purposes as required by law $ 3,532,023
$ 3,491,634
As collateral for short-term borrowings 298,233
263,756
Securities pledged as a percent of total securities 62.3 % 62.5 %

Following are summaries of the fair values and unrealized losses of ~~temporarily impaired~~temporarily-impaired debt securities, segregated by length of ~~impairment:~~impairment. The unrealized losses reported below are generally due to the higher interest rate environment.

TABLE 3.4


	Less than 12 Months						12 Months or More						Total						Less than 12 Months						12 Months or More						Total
(dollars in thousands)	#	Fair Value		Unrealized Losses			#	Fair Value		Unrealized Losses			#	Fair Value		Unrealized Losses
(dollars in millions)																			#	Fair Value		Unrealized Losses			#	Fair Value		Unrealized Losses			#	Fair Value		Unrealized Losses
Debt Securities Available for Sale																			Debt Securities Available for Sale
March 31, 2018
March 31, 2019
U.S. government agencies																			19	$	123	$	—		3	$	48	$	(1	)	22	$	171	$	(1	)
U.S. government-sponsored entities	8	$	158,212	$	(1,389	)	10	$	200,436	$	(4,563	)	18	$	358,648	$	(5,952	)	—	—		—			11	249		(2		)	11	249		(2		)
Residential mortgage-backed securities:
Agency mortgage-backed securities	59	1,212,767		(25,545		)	28	444,583		(16,376		)	87	1,657,350		(41,921		)	—	—		—			85	1,288		(19		)	85	1,288		(19		)
Agency collateralized mortgage obligations	16	470,878		(13,274		)	33	312,687		(15,306		)	49	783,565		(28,580		)	—	—		—			48	613		(15		)	48	613		(15		)
Commercial mortgage-backed securities																			2	73		(1		)	—	—		—			2	73		(1		)
States of the U.S. and political subdivisions	7	11,434		(108		)	1	877		(10		)	8	12,311		(118		)	—	—		—			5	8		—			5	8		—
Other debt securities	—	—		—			3	4,655		(261		)	3	4,655		(261		)	—	—		—			1	2		—			1	2		—
Total temporarily impaired debt securities AFS	90	$	1,853,291	$	(40,316	)	75	$	963,238	$	(36,516	)	165	$	2,816,529	$	(76,832	)	21	$	196	$	(1	)	153	$	2,208	$	(37	)	174	$	2,404	$	(38	)
December 31, 2017
December 31, 2018
U.S. government agencies																			20	$	145	$	(1	)	—	$	—	$	—		20	$	145	$	(1	)
U.S. government-sponsored entities	7	$	106,809	$	(363	)	10	$	201,485	$	(3,514	)	17	$	308,294	$	(3,877	)	1	36		—			11	227		(4		)	12	263		(4		)
Residential mortgage-backed securities:
Agency mortgage-backed securities	43	976,738		(7,723		)	28	473,625		(9,796		)	71	1,450,363		(17,519		)	16	259		(4		)	71	1,159		(32		)	87	1,418		(36		)
Agency collateralized mortgage obligations	14	409,005		(6,231		)	33	335,452		(11,846		)	47	744,457		(18,077		)	2	82		(1		)	47	590		(22		)	49	672		(23		)
Non-agency collateralized mortgage obligations																			1	—		—			—	—		—			1	—		—
Commercial mortgage-backed securities																			4	155		(1		)	—	—		—			4	155		(1		)
States of the U.S. and political subdivisions	7	11,254		(55		)	1	879		(9		)	8	12,133		(64		)	2	2		—			6	10		—			8	12		—
Other debt securities	—	—		—			3	4,670		(243		)	3	4,670		(243		)	—	—		—			1	2		—			1	2		—
Total temporarily impaired debt securities AFS	71	$	1,503,806	$	(14,372	)	75	$	1,016,111	$	(25,408	)	146	$	2,519,917	$	(39,780	)	46	$	679	$	(7	)	136	$	1,988	$	(58	)	182	$	2,667	$	(65	)

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	Less than 12 Months						12 Months or More						Total
(dollars in millions)	#	Fair Value		Unrealized Losses			#	Fair Value		Unrealized Losses			#	Fair Value		Unrealized Losses
Debt Securities Held to Maturity
March 31, 2019
U.S. government-sponsored entities	—	$	—	$	—		11	$	197	$	(3	)	11	$	197	$	(3	)
Residential mortgage-backed securities:
Agency mortgage-backed securities	—	—		—			62	819		(11		)	62	819		(11		)
Agency collateralized mortgage obligations	—	—		—			48	591		(16		)	48	591		(16		)
Commercial mortgage-backed securities	1	1		—			3	32		(1		)	4	33		(1		)
States of the U.S. and political subdivisions	12	57		(1		)	77	305		(15		)	89	362		(16		)
Total temporarily impaired debt securities HTM	13	$	58	$	(1	)	201	$	1,944	$	(46	)	214	$	2,002	$	(47	)
December 31, 2018
U.S. government-sponsored entities	—	$	—	$	—		12	$	211	$	(4	)	12	$	211	$	(4	)
Residential mortgage-backed securities:
Agency mortgage-backed securities	43	294		(4		)	47	694		(22		)	90	988		(26		)
Agency collateralized mortgage obligations	3	42		—			49	611		(24		)	52	653		(24		)
Commercial mortgage-backed securities	5	26		—			4	43		(1		)	9	69		(1		)
States of the U.S. and political subdivisions	159	590		(27		)	51	161		(22		)	210	751		(49		)
Total temporarily impaired debt securities HTM	210	$	952	$	(31	)	163	$	1,720	$	(73	)	373	$	2,672	$	(104	)

Less than 12 Months 12 Months or More Total
(dollars in thousands) #
Fair
Value

Unrealized
Losses
#
Fair
Value

Unrealized
Losses
#
Fair
Value

Unrealized
Losses
Debt Securities Held to Maturity
March 31, 2018
U.S. government-sponsored entities 4
$ 54,558
$ (465 ) 10
$ 184,750
$ (5,251 ) 14
$ 239,308
$ (5,716 )
Residential mortgage-backed securities:
Agency mortgage-backed securities 73
935,246
(20,410 ) 11
173,759
(7,062 ) 84
1,109,005
(27,472 )
Agency collateralized mortgage obligations 16
267,299
(5,862 ) 35
444,572
(24,109 ) 51
711,871
(29,971 )
Commercial mortgage-backed securities 6
48,737
(637 ) 3
19,909
(608 ) 9
68,646
(1,245 )
States of the U.S. and political subdivisions 148
517,101
(16,245 ) 37
112,879
(14,845 ) 185
629,980
(31,090 )
Total temporarily impaired debt securities HTM 247
$ 1,822,941
$ (43,619 ) 96
$ 935,869
$ (51,875 ) 343
$ 2,758,810
$ (95,494 )
December 31, 2017
U.S. government-sponsored entities 4
$ 54,790
$ (239 ) 10
$ 185,851
$ (4,149 ) 14
$ 240,641
$ (4,388 )
Residential mortgage-backed securities:
Agency mortgage-backed securities 36
648,485
(4,855 ) 11
183,989
(4,203 ) 47
832,474
(9,058 )
Agency collateralized mortgage obligations 14
275,290
(1,701 ) 35
473,257
(18,394 ) 49
748,547
(20,095 )
Commercial mortgage-backed securities 3
26,399
(123 ) 2
19,443
(452 ) 5
45,842
(575 )
States of the U.S. and political subdivisions 16
56,739
(933 ) 37
121,536
(6,197 ) 53
178,275
(7,130 )
Total temporarily impaired debt securities HTM 73
$ 1,061,703
$ (7,851 ) 95
$ 984,076
$ (33,395 ) 168
$ 2,045,779
$ (41,246 )

We do not intend to sell the debt securities and it is not more likely than not that we will be required to sell the securities before recovery of their amortized cost basis.

Other-Than-Temporary Impairment

We evaluate our investment securities portfolio for OTTI on a quarterly basis. Impairment is assessed at the individual security level. We consider an investment security impaired if the fair value of the security is less than its cost or amortized cost basis. We did not recognize any OTTI losses on securities for the three months ended March 31, ~~2018~~2019 or ~~2017.~~2018.

States of the U.S. and Political Subdivisions

Our municipal bond portfolio with a carrying amount of ~~$960.2 million~~$1.1 billion as of March 31, ~~2018~~2019 is highly rated with an average ~~entity-specific~~ rating of AA and 100% of the portfolio rated A or better, while 99% have stand-alone ratings of A or better. All of the securities in the municipal portfolio ~~except one~~ are general obligation bonds. Geographically, municipal bonds support our primary footprint as ~~65%~~66% of the securities are from municipalities located ~~throughout Pennsylvania, Ohio, Maryland, North Carolina and South Carolina.~~in our footprint. The average holding size of the securities in the municipal bond portfolio is ~~$3.0~~$3.2 million. In addition to the strong stand-alone ratings, ~~62%~~64% of the municipalities have some formal credit enhancement insurance that strengthens the creditworthiness of their issue. Management reviews the credit profile of each issuer on a quarterly basis.

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NOTE 5.4. LOANS AND LEASES

Following is a summary of loans and leases, net of unearned income:

TABLE 4.1



(in millions)	Originated Loans and Leases		Loans Acquired in a Business Combination		Total Loans and Leases
March 31, 2019
Commercial real estate	$	6,412	$	2,423	$	8,835
Commercial and industrial	4,509		380		4,889
Commercial leases	374		—		374
Other	49		—		49
Total commercial loans and leases	11,344		2,803		14,147
Direct installment	1,657		87		1,744
Residential mortgages	2,755		478		3,233
Indirect installment	1,950		—		1,950
Consumer lines of credit	1,106		440		1,546
Total consumer loans	7,468		1,005		8,473
Total loans and leases, net of unearned income	$	18,812	$	3,808	$	22,620
December 31, 2018
Commercial real estate	$	6,171	$	2,615	$	8,786
Commercial and industrial	4,140		416		4,556
Commercial leases	373		—		373
Other	46		—		46
Total commercial loans and leases	10,730		3,031		13,761
Direct installment	1,668		96		1,764
Residential mortgages	2,612		501		3,113
Indirect installment	1,933		—		1,933
Consumer lines of credit	1,119		463		1,582
Total consumer loans	7,332		1,060		8,392
Total loans and leases, net of unearned income	$	18,062	$	4,091	$	22,153

(in thousands)
Originated
Loans and
Leases

Acquired
Loans

Total
Loans and
Leases
March 31, 2018
Commercial real estate $ 5,465,150
$ 3,346,325
$ 8,811,475
Commercial and industrial 3,688,120
591,849
4,279,969
Commercial leases 279,582
—
279,582
Other 39,347
—
39,347
Total commercial loans and leases 9,472,199
3,938,174
13,410,373
Direct installment 1,737,242
134,397
1,871,639
Residential mortgages 2,131,338
630,763
2,762,101
Indirect installment 1,524,330
171
1,524,501
Consumer lines of credit 1,135,488
558,295
1,693,783
Total consumer loans 6,528,398
1,323,626
7,852,024
Total loans and leases, net of unearned income $ 16,000,597
$ 5,261,800
$ 21,262,397
December 31, 2017
Commercial real estate $ 5,174,783
$ 3,567,081
$ 8,741,864
Commercial and industrial 3,495,247
675,420
4,170,667
Commercial leases 266,720
—
266,720
Other 17,063
—
17,063
Total commercial loans and leases 8,953,813
4,242,501
13,196,314
Direct installment 1,755,713
149,822
1,905,535
Residential mortgages 2,036,226
666,465
2,702,691
Indirect installment 1,448,268
165
1,448,433
Consumer lines of credit 1,151,470
594,323
1,745,793
Total consumer loans 6,391,677
1,410,775
7,802,452
Total loans and leases, net of unearned income $ 15,345,490
$ 5,653,276
$ 20,998,766

The loans and leases portfolio categories are comprised of the following:

Commercial real estate includes both owner-occupied and non-owner-occupied loans secured by commercial properties;

Commercial and industrial includes loans to businesses that are not secured by real estate;

Commercial leases consist of leases for new or used equipment;

Other is comprised primarily of credit cards and mezzanine loans;

Direct installment is comprised of fixed-rate, closed-end consumer loans for personal, family or household use, such as home equity loans and automobile loans;

Residential mortgages consist of conventional and jumbo mortgage loans for 1-4 family properties;

Indirect installment is comprised of loans originated by approved third parties and underwritten by us, primarily automobile loans; and

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Consumer lines of credit include home equity lines of credit and consumer lines of credit that are either unsecured or secured by collateral other than home equity.

~~Table of Contents~~

The loans and leases portfolio consists principally of loans to individuals and small- and medium-sized businesses within our primary market in seven states and the District of Columbia. Our primary market coverage spans several major metropolitan areas ~~of Pennsylvania, eastern Ohio, Maryland,~~including: Pittsburgh, Pennsylvania; Baltimore, Maryland; Cleveland, Ohio; Washington, D.C.; and Charlotte, Raleigh, Durham and the Piedmont Triad (Winston-Salem, Greensboro and High Point) in North ~~Carolina, South Carolina and northern West Virginia.~~Carolina.

The following table shows certain information relating to commercial real estate loans:

TABLE 4.2



(dollars in millions)	March 31, 2019			December 31, 2018
Commercial construction, acquisition and development loans	$	1,242		$	1,152
Percent of total loans and leases	5.5		%	5.2		%
Commercial real estate:
Percent owner-occupied	32.1		%	35.1		%
Percent non-owner-occupied	67.9		%	64.9		%

(dollars in thousands) March 31,
2018 December 31,
2017
Commercial construction, acquisition and development loans $ 1,167,699
$ 1,170,175
Percent of total loans and leases 5.5 % 5.6 %
Commercial real estate:
Percent owner-occupied 35.2 % 35.3 %
Percent non-owner-occupied 64.8 % 64.7 %
As of March 31, 2019 and December 31, 2018, we had residential construction loans of $329.9 million and $273.4 million, representing 1.5% and 1.2% of total loans and leases, respectively.

Loans Acquired ~~Loans~~in a Business Combination

All loans acquired ~~loans~~in a business combination were initially recorded at fair value at the acquisition date. Refer to the Loans Acquired ~~Loans~~in a Business Combination section in Note 1 of our ~~2017~~2018 Annual Report on Form 10-K for a discussion of ASC 310-20 and ASC 310-30 loans. The outstanding balance and the carrying amount of loans acquired ~~loans~~in a business combination included in the Consolidated Balance Sheets are as follows:

TABLE 4.3



(in millions)	March 31, 2019		December 31, 2018
Accounted for under ASC 310-30:
Outstanding balance	$	3,515	$	3,768
Carrying amount	3,252		3,570
Accounted for under ASC 310-20:
Outstanding balance	566		602
Carrying amount	547		513
Total loans acquired in a business combination:
Outstanding balance	4,081		4,370
Carrying amount	3,799		4,083

(in thousands) March 31,
2018 December 31,
2017
Accounted for under ASC 310-30:
Outstanding balance $ 4,853,516
$ 5,176,015
Carrying amount 4,521,926
4,834,256
Accounted for under ASC 310-20:
Outstanding balance 754,251
835,130
Carrying amount 733,037
812,322
Total acquired loans:
Outstanding balance 5,607,767
6,011,145
Carrying amount 5,254,963
5,646,578

The outstanding balance is the undiscounted sum of all amounts owed under the loan, including amounts deemed principal, interest, fees, penalties and other, whether or not currently due and whether or not any such amounts have been written or charged-off.

The carrying amount of purchased credit impaired loans included in the table above totaled $1.7 million at both March 31, ~~2018~~2019 and ~~$1.9 million at~~ December 31, ~~2017,~~2018, representing ~~0.03%~~0.04% of the carrying amount of total loans acquired ~~loans~~in a business combination as of each date.

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The following table provides changes in accretable yield for all loans acquired ~~loans~~in business combinations that are accounted for under ASC 310-30. Loans accounted for under ASC 310-20 are not included in this table.

TABLE 4.4



	Three Months Ended March 31,
(in millions)	2019			2018
Balance at beginning of period	$	605		$	708
Reduction due to unexpected early payoffs	(20		)	(26		)
Reclass from non-accretable difference to accretable yield	30			64
Accretion	(50		)	(59		)
Balance at end of period	$	565		$	687

Three Months Ended
March 31,
(in thousands) 2018 2017
Balance at beginning of period $ 708,481
$ 467,070
Acquisitions —
443,261
Reduction due to unexpected early payoffs (25,833 ) (20,560 )
Reclass from non-accretable difference 64,216
23,106
Disposals/transfers (57 ) (36 )
Other (403 ) —
Accretion (59,079 ) (25,241 )
Balance at end of period $ 687,325
$ 887,600

~~Table of Contents~~

Cash flows expected to be collected on loans acquired ~~loans~~in business combinations are estimated quarterly by incorporating several key assumptions similar to the initial estimate of fair value. These key assumptions include probability of default and the amount of actual prepayments after the acquisition date. Prepayments affect the estimated life of the loans and could change the amount of interest ~~income, and possibly principal expected to be collected.~~income. In reforecasting future estimated cash flows, credit loss expectations are adjusted as necessary. Improved cash flow expectations for loans or pools are recorded first as a reversal of previously recorded impairment, if any, and then as an increase in prospective yield when all previously recorded impairment has been recaptured. Decreases in expected cash flows are recognized as impairment through a charge to the provision for credit losses and credit to the allowance for credit losses.

The excess of cash flows expected to be collected at acquisition over recorded fair value is referred to as the accretable yield.

The accretable yield is recognized into income over the remaining life of the loan, or pool of loans, using an effective yield

method, since the timing and/or amount of cash flows expected to be collected can be reasonably estimated (the accretion model). The difference between the loan’s total scheduled principal and interest payments over all cash flows expected at acquisition is referred to as the non-accretable difference. The non-accretable difference represents contractually required principal and interest payments which we do not expect to collect.

During the three months ended March 31, ~~2018,~~2019, there was an overall improvement in cash flow expectations which resulted in a net reclassification of ~~$64.2~~$30.0 million from the non-accretable difference to accretable ~~yield.~~yield primarily driven by overall improvement in the primary credit quality indicators of the majority of the acquired loan pools. This reclassification was ~~$23.1~~$64.2 million for the three months ended March 31, ~~2017.~~2018. The reclassification from the non-accretable difference to the accretable yield results in prospective yield adjustments on the loan pools.

Credit Quality

Management monitors the credit quality of our loan portfolio using several performance measures ~~to do so~~ based on payment activity and borrower performance.

Non-performing loans include non-accrual loans and non-performing TDRs. Past due loans are reviewed on a monthly basis to identify loans for non-accrual status. We place ~~originated~~ loans on non-accrual status and discontinue interest accruals on ~~originated~~ loans generally when principal or interest is due and has remained unpaid for a certain number of days or when the full amount of principal and interest is due and has remained unpaid for a certain number of days, unless the loan is both well secured and in the process of collection. Commercial loans and leases are placed on non-accrual at 90 days, installment loans are placed on non-accrual at 120 days and residential mortgages and consumer lines of credit are ~~generally~~ placed on non-accrual at 180 days, though we may place a loan on non-accrual prior to these past due thresholds as warranted. When a loan is placed on non-accrual status, all unpaid accrued interest is reversed. Non-accrual loans may not be restored to accrual status until all delinquent principal and interest have been paid and the ultimate ability to collect the remaining principal and interest is reasonably assured. The majority of TDRs are loans in which we have granted a concession on the interest rate or the original repayment terms due to the borrower’s financial distress.

Table of Contents

Following is a summary of non-performing assets:

TABLE 4.5



(dollars in millions)	March 31, 2019			December 31, 2018
Non-accrual loans	$	78		$	79
Troubled debt restructurings	20			21
Total non-performing loans	98			100
Other real estate owned	34			35
Total non-performing assets	$	132		$	135
Asset quality ratios:
Non-performing loans / total loans and leases	0.43		%	0.45		%
Non-performing loans + OREO / total loans and leases + OREO	0.58		%	0.61		%
Non-performing assets / total assets	0.39		%	0.41		%

(dollars in thousands) March 31,
2018 December 31,
2017
Non-accrual loans $ 77,684
$ 74,635
Troubled debt restructurings 24,452
23,481
Total non-performing loans 102,136
98,116
Other real estate owned 40,980
40,606
Total non-performing assets $ 143,116
$ 138,722
Asset quality ratios:
Non-performing loans / total loans and leases 0.48 % 0.47 %
Non-performing loans + OREO / total loans and leases + OREO 0.67 % 0.66 %
Non-performing assets / total assets 0.45 % 0.44 %

The carrying value of residential other real estate owned held as a result of obtaining physical possession upon completion of a foreclosure or through completion of a deed in lieu of foreclosure amounted to ~~$4.8~~$4.4 million at March 31, ~~2018~~2019 and ~~$3.6~~$6.3 million at December 31, ~~2017.~~2018. The recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process at March 31, ~~2018~~2019 and December 31, ~~2017~~2018 totaled ~~$13.8~~$9.3 million and ~~$15.2~~$8.9 million, respectively.

Table of Contents

The following tables provide an analysis of the aging of loans by class segregated by loans and leases originated and loans acquired:

(in thousands)
30-89 Days
Past Due

> 90 Days
Past Due
and Still
Accruing

Non-
Accrual

Total
Past Due
Current
Total
Loans and
Leases
Originated Loans and Leases
March 31, 2018
Commercial real estate $ 8,345
$ 1
$ 27,349
$ 35,695
$ 5,429,455
$ 5,465,150
Commercial and industrial 6,793
3
19,705
26,501
3,661,619
3,688,120
Commercial leases 692
—
1,399
2,091
277,491
279,582
Other 183
73
1,000
1,256
38,091
39,347
Total commercial loans and leases 16,013
77
49,453
65,543
9,406,656
9,472,199
Direct installment 8,129
3,913
8,411
20,453
1,716,789
1,737,242
Residential mortgages 14,870
1,982
5,254
22,106
2,109,232
2,131,338
Indirect installment 6,850
511
2,234
9,595
1,514,735
1,524,330
Consumer lines of credit 4,550
821
2,769
8,140
1,127,348
1,135,488
Total consumer loans 34,399
7,227
18,668
60,294
6,468,104
6,528,398
Total originated loans and leases $ 50,412
$ 7,304
$ 68,121
$ 125,837
$ 15,874,760
$ 16,000,597
December 31, 2017
Commercial real estate $ 8,273
$ 1
$ 24,773
$ 33,047
$ 5,141,736
$ 5,174,783
Commercial and industrial 8,948
3
17,077
26,028
3,469,219
3,495,247
Commercial leases 1,382
41
1,574
2,997
263,723
266,720
Other 83
153
1,000
1,236
15,827
17,063
Total commercial loans and leases 18,686
198
44,424
63,308
8,890,505
8,953,813
Direct installment 13,192
4,466
8,896
26,554
1,729,159
1,755,713
Residential mortgages 14,096
2,832
5,771
22,699
2,013,527
2,036,226
Indirect installment 10,313
611
2,240
13,164
1,435,104
1,448,268
Consumer lines of credit 5,859
1,014
2,313
9,186
1,142,284
1,151,470
Total consumer loans 43,460
8,923
19,220
71,603
6,320,074
6,391,677
Total originated loans and leases $ 62,146
$ 9,121
$ 63,644
$ 134,911
$ 15,210,579
$ 15,345,490

~~Table of Contents~~

TABLE 4.6


(in thousands)	30-89 Days Past Due		> 90 Days Past Due and Still Accruing		Non- Accrual		Total Past Due (1) (2)		Current		(Discount) Premium			Total Loans
Acquired Loans
March 31, 2018
(in millions)																30-89 Days Past Due		> 90 Days Past Due and Still Accruing		Non- Accrual		Total Past Due		Current		Total Loans and Leases
Originated Loans and Leases																Originated Loans and Leases
March 31, 2019
Commercial real estate	$	32,697	$	64,550	$	3,735	$	100,982	$	3,433,231	$	(187,888	)	$	3,346,325	$	8	$	—	$	20	$	28	$	6,384	$	6,412
Commercial and industrial	5,135		4,617		4,652		14,404		612,354		(34,909		)	591,849		9		—		18		27		4,482		4,509
Total commercial loans	37,832		69,167		8,387		115,386		4,045,585		(222,797		)	3,938,174
Commercial leases																1		—		2		3		371		374
Other																—		—		1		1		48		49
Total commercial loans and leases																18		—		41		59		11,285		11,344
Direct installment	2,826		1,746		—		4,572		128,754		1,071			134,397		6		1		8		15		1,642		1,657
Residential mortgages	15,113		13,059		—		28,172		642,966		(40,375		)	630,763		13		4		7		24		2,731		2,755
Indirect installment	—		1		—		1		7		163			171		9		—		2		11		1,939		1,950
Consumer lines of credit	5,357		2,139		1,176		8,672		561,906		(12,283		)	558,295		5		1		3		9		1,097		1,106
Total consumer loans	23,296		16,945		1,176		41,417		1,333,633		(51,424		)	1,323,626		33		6		20		59		7,409		7,468
Total acquired loans	$	61,128	$	86,112	$	9,563	$	156,803	$	5,379,218	$	(274,221	)	$	5,261,800
December 31, 2017
Total originated loans and leases																$	51	$	6	$	61	$	118	$	18,694	$	18,812
December 31, 2018
Commercial real estate	$	34,928	$	63,092	$	3,975	$	101,995	$	3,657,152	$	(192,066	)	$	3,567,081	$	7	$	—	$	17	$	24	$	6,147	$	6,171
Commercial and industrial	3,187		6,452		5,663		15,302		698,265		(38,147		)	675,420		5		—		19		24		4,116		4,140
Total commercial loans	38,115		69,544		9,638		117,297		4,355,417		(230,213		)	4,242,501
Commercial leases																1		—		2		3		370		373
Other																—		—		1		1		45		46
Total commercial loans and leases																13		—		39		52		10,678		10,730
Direct installment	5,267		2,013		—		7,280		141,386		1,156			149,822		8		—		8		16		1,652		1,668
Residential mortgages	17,191		15,139		—		32,330		675,499		(41,364		)	666,465		16		3		6		25		2,587		2,612
Indirect installment	—		1		—		1		10		154			165		11		1		2		14		1,919		1,933
Consumer lines of credit	6,353		3,253		1,353		10,959		596,298		(12,934		)	594,323		5		1		3		9		1,110		1,119
Total consumer loans	28,811		20,406		1,353		50,570		1,413,193		(52,988		)	1,410,775		40		5		19		64		7,268		7,332
Total acquired loans	$	66,926	$	89,950	$	10,991	$	167,867	$	5,768,610	$	(283,201	)	$	5,653,276
Total originated loans and leases																$	53	$	5	$	58	$	116	$	17,946	$	18,062

Table of Contents



(in millions)	30-89 Days Past Due		> 90 Days Past Due and Still Accruing		Non- Accrual		Total Past Due (1) (2)		Current		(Discount) Premium			Total Loans
Loans Acquired in a Business Combination
March 31, 2019
Commercial real estate	$	14	$	37	$	3	$	54	$	2,530	$	(161	)	$	2,423
Commercial and industrial	1		4		13		18		387		(25		)	380
Total commercial loans	15		41		16		72		2,917		(186		)	2,803
Direct installment	2		1		—		3		84		—			87
Residential mortgages	13		5		—		18		476		(16		)	478
Consumer lines of credit	6		2		1		9		440		(9		)	440
Total consumer loans	21		8		1		30		1,000		(25		)	1,005
Total loans acquired in a business combination	$	36	$	49	$	17	$	102	$	3,917	$	(211	)	$	3,808
December 31, 2018
Commercial real estate	$	19	$	38	$	3	$	60	$	2,723	$	(168	)	$	2,615
Commercial and industrial	3		4		17		24		420		(28		)	416
Total commercial loans	22		42		20		84		3,143		(196		)	3,031
Direct installment	3		2		—		5		91		—			96
Residential mortgages	13		6		—		19		498		(16		)	501
Consumer lines of credit	8		3		1		12		461		(10		)	463
Total consumer loans	24		11		1		36		1,050		(26		)	1,060
Total loans acquired in a business combination	$	46	$	53	$	21	$	120	$	4,193	$	(222	)	$	4,091


(1)	~~Past due information for~~Loans acquired ~~loans is based on the contractual balance outstanding at March 31, 2018 and December 31, 2017.~~

~~(2)~~

~~Acquired loans~~in a business combination are considered performing upon acquisition, regardless of whether the customer is contractually delinquent, if we can reasonably estimate the timing and amount of expected cash flows on such loans. In these instances, we do not consider acquired contractually delinquent loans to be non-accrual or non-performing and continue to recognize interest income on these loans using the accretion method. ~~Acquired loans~~Loans acquired in a business combination are considered non-accrual or non-performing when, due to credit deterioration or other factors, we determine we are no longer able to reasonably estimate the timing and amount of expected cash flows on such loans. We do not recognize interest income on loans acquired ~~loans~~in a business combination considered non-accrual or non-performing.


(2)	Past due information for loans acquired in a business combination is based on the contractual balance outstanding at March 31, 2019 and December 31, 2018.

Table of Contents

We utilize the following categories to monitor credit quality within our commercial loan and lease portfolio:

TABLE 4.7



Rating Category	Definition
Pass	in general, the condition of the borrower and the performance of the loan is satisfactory or better

Special Mention	in general, the condition of the borrower has deteriorated, requiring an increased level of monitoring

Substandard	in general, the condition of the borrower has significantly deteriorated and the performance of the loan could further deteriorate if deficiencies are not corrected

Doubtful	in general, the condition of the borrower has significantly deteriorated and the collection in full of both principal and interest is highly questionable or improbable

The use of these internally assigned credit quality categories within the commercial loan and lease portfolio permits management’s use of transition matrices to estimate a quantitative portion of credit risk. Our internal credit risk grading system

~~Table of Contents~~

is based on past experiences with similarly graded loans and leases and conforms with regulatory categories. In general, loan and lease risk ratings within each category are reviewed on an ongoing basis according to our policy for each class of loans and leases. Each quarter, management analyzes the resulting ratings, as well as other external statistics and factors such as delinquency, to track the migration performance of the commercial loan and lease portfolio. Loans and leases within the Pass credit category or that migrate toward the Pass credit category generally have a lower risk of loss compared to loans and leases that migrate toward the Substandard or Doubtful credit categories. Accordingly, management applies higher risk factors to Substandard and Doubtful credit categories.

Table of Contents

The following tables present a summary of our commercial loans and leases by credit quality category, segregated by loans and leases originated and loans acquired:

TABLE 4.8



	Commercial Loan and Lease Credit Quality Categories
(in millions)	Pass		Special Mention		Substandard		Doubtful		Total
Originated Loans and Leases
March 31, 2019
Commercial real estate	$	6,114	$	156	$	142	$	—	$	6,412
Commercial and industrial	4,248		167		93		1		4,509
Commercial leases	365		2		7		—		374
Other	48		—		1		—		49
Total originated commercial loans and leases	$	10,775	$	325	$	243	$	1	$	11,344
December 31, 2018
Commercial real estate	$	5,883	$	163	$	125	$	—	$	6,171
Commercial and industrial	3,879		180		81		—		4,140
Commercial leases	366		1		6		—		373
Other	45		—		1		—		46
Total originated commercial loans and leases	$	10,173	$	344	$	213	$	—	$	10,730
Loans Acquired in a Business Combination
March 31, 2019
Commercial real estate	$	2,079	$	160	$	184	$	—	$	2,423
Commercial and industrial	325		17		33		5		380
Total commercial loans acquired in a business combination	$	2,404	$	177	$	217	$	5	$	2,803
December 31, 2018
Commercial real estate	$	2,256	$	168	$	191	$	—	$	2,615
Commercial and industrial	355		18		43		—		416
Total commercial loans acquired in a business combination	$	2,611	$	186	$	234	$	—	$	3,031

Commercial Loan and Lease Credit Quality Categories
(in thousands) Pass
Special
Mention
Substandard Doubtful Total
Originated Loans and Leases
March 31, 2018
Commercial real estate $ 5,195,183
$ 148,120
$ 121,542
$ 305
$ 5,465,150
Commercial and industrial 3,412,745
191,627
80,803
2,945
3,688,120
Commercial leases 269,837
3,518
6,227
—
279,582
Other 38,231
43
1,073
—
39,347
Total originated commercial loans and leases $ 8,915,996
$ 343,308
$ 209,645
$ 3,250
$ 9,472,199
December 31, 2017
Commercial real estate $ 4,922,872
$ 152,744
$ 98,728
$ 439
$ 5,174,783
Commercial and industrial 3,266,966
132,975
92,091
3,215
3,495,247
Commercial leases 260,235
4,425
2,060
—
266,720
Other 15,866
43
1,154
—
17,063
Total originated commercial loans and leases $ 8,465,939
$ 290,187
$ 194,033
$ 3,654
$ 8,953,813
Acquired Loans
March 31, 2018
Commercial real estate $ 2,877,345
$ 225,364
$ 243,402
$ 214
$ 3,346,325
Commercial and industrial 520,361
28,166
43,314
8
591,849
Total acquired commercial loans $ 3,397,706
$ 253,530
$ 286,716
$ 222
$ 3,938,174
December 31, 2017
Commercial real estate $ 3,102,788
$ 250,987
$ 213,089
$ 217
$ 3,567,081
Commercial and industrial 603,611
26,059
45,661
89
675,420
Total acquired commercial loans $ 3,706,399
$ 277,046
$ 258,750
$ 306
$ 4,242,501

Credit quality information for loans acquired ~~loans~~in a business combination is based on the contractual balance outstanding at March 31, ~~2018~~2019 and December 31, ~~2017.~~2018.

We use delinquency transition matrices within the consumer and other loan classes to enable management to estimate a quantitative portion of credit risk. Each month, management analyzes payment and volume activity, Fair Isaac Corporation (FICO) scores and other external factors such as unemployment, to determine how consumer loans are performing.

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Following is a table showing consumer loans by payment status:

TABLE 4.9



	Consumer Loan Credit Quality by Payment Status
(in millions)	Performing		Non- Performing		Total
Originated Loans
March 31, 2019
Direct installment	$	1,643	$	14	$	1,657
Residential mortgages	2,740		15		2,755
Indirect installment	1,948		2		1,950
Consumer lines of credit	1,101		5		1,106
Total originated consumer loans	$	7,432	$	36	$	7,468
December 31, 2018
Direct installment	$	1,654	$	14	$	1,668
Residential mortgages	2,598		14		2,612
Indirect installment	1,931		2		1,933
Consumer lines of credit	1,114		5		1,119
Total originated consumer loans	$	7,297	$	35	$	7,332
Loans Acquired in a Business Combination
March 31, 2019
Direct installment	$	87	$	—	$	87
Residential mortgages	478		—		478
Consumer lines of credit	439		1		440
Total consumer loans acquired in a business combination	$	1,004	$	1	$	1,005
December 31, 2018
Direct installment	$	96	$	—	$	96
Residential mortgages	501		—		501
Consumer lines of credit	462		1		463
Total consumer loans acquired in a business combination	$	1,059	$	1	$	1,060

Consumer Loan Credit Quality
by Payment Status
(in thousands) Performing
Non-
Performing
Total
Originated loans
March 31, 2018
Direct installment $ 1,721,589
$ 15,653
$ 1,737,242
Residential mortgages 2,115,204
16,134
2,131,338
Indirect installment 1,521,906
2,424
1,524,330
Consumer lines of credit 1,130,978
4,510
1,135,488
Total originated consumer loans $ 6,489,677
$ 38,721
$ 6,528,398
December 31, 2017
Direct installment $ 1,739,060
$ 16,653
$ 1,755,713
Residential mortgages 2,019,816
16,410
2,036,226
Indirect installment 1,445,833
2,435
1,448,268
Consumer lines of credit 1,147,576
3,894
1,151,470
Total originated consumer loans $ 6,352,285
$ 39,392
$ 6,391,677
Acquired loans
March 31, 2018
Direct installment $ 134,327
$ 70
$ 134,397
Residential mortgages 630,763
—
630,763
Indirect installment 171
—
171
Consumer lines of credit 556,633
1,662
558,295
Total acquired consumer loans $ 1,321,894
$ 1,732
$ 1,323,626
December 31, 2017
Direct installment $ 149,751
$ 71
$ 149,822
Residential mortgages 666,465
—
666,465
Indirect installment 165
—
165
Consumer lines of credit 592,384
1,939
594,323
Total acquired consumer loans $ 1,408,765
$ 2,010
$ 1,410,775

Loans ~~and leases~~ are designated as impaired when, in the opinion of management, based on current information and events, the collection of principal and interest in accordance with the loan and lease contract is doubtful. Typically, we do not consider loans ~~and leases~~ for impairment unless a sustained period of delinquency (i.e., 90-plus days) is noted or there are subsequent events that impact repayment probability (i.e., negative financial trends, bankruptcy filings, imminent foreclosure proceedings, etc.). Effective July 1, 2018, we changed our threshold for measuring impairment on a collective basis. Impairment is evaluated in the aggregate for consumer installment loans, residential mortgages, consumer lines of credit and commercial loan ~~and lease~~ relationships less than ~~$0.5~~$1.0 million based on loan ~~and lease~~ segment loss given default. For commercial loan ~~and lease~~ relationships greater than or equal to ~~$0.5~~$1.0 million, a specific valuation allowance is allocated, if necessary, so that the loan is reported net, at the present value of estimated future cash flows using a market interest rate or at the fair value of collateral if repayment is expected solely from the sale of the collateral. Consistent with our existing method of income recognition for loans, ~~and leases,~~ interest income on impaired loans, except those classified as non-accrual, is recognized using the accrual method. Impaired loans, or portions thereof, are charged off when deemed uncollectible.

Table of Contents

Following is a summary of information pertaining to ~~originated~~ loans and leases considered to be impaired, by class of loan and lease:

TABLE 4.10



(in millions)	Unpaid Contractual Principal Balance		Recorded Investment With No Specific Reserve		Recorded Investment With Specific Reserve		Total Recorded Investment		Specific Reserve		Average Recorded Investment
At or for the Three Months Ended March 31, 2019
Commercial real estate	$	24	$	18	$	3	$	21	$	—	$	20
Commercial and industrial	44		17		9		26		6		31
Commercial leases	2		2		—		2		—		2
Total commercial loans and leases	70		37		12		49		6		53
Direct installment	17		14		—		14		—		14
Residential mortgages	16		15		—		15		—		15
Indirect installment	4		2		—		2		—		2
Consumer lines of credit	7		5		—		5		—		5
Total consumer loans	44		36		—		36		—		36
Total	$	114	$	73	$	12	$	85	$	6	$	89
At or for the Year Ended December 31, 2018
Commercial real estate	$	20	$	16	$	1	$	17	$	—	$	18
Commercial and industrial	46		20		13		33		4		32
Commercial leases	2		2		—		2		—		4
Total commercial loans and leases	68		38		14		52		4		54
Direct installment	17		14		—		14		—		14
Residential mortgages	16		14		—		14		—		15
Indirect installment	5		2		—		2		—		2
Consumer lines of credit	7		5		—		5		—		5
Total consumer loans	45		35		—		35		—		36
Total	$	113	$	73	$	14	$	87	$	4	$	90

(in thousands)
Unpaid
Contractual
Principal
Balance

Recorded
Investment
With No
Specific
Reserve

Recorded
Investment
With
Specific
Reserve

Total
Recorded
Investment

Specific
Reserve

Average
Recorded
Investment
At or for the Three Months Ended March 31, 2018
Commercial real estate $ 30,584
$ 25,478
$ 1,751
$ 27,229
$ 305
$ 25,988
Commercial and industrial 26,034
15,859
5,007
20,866
2,945
20,479
Commercial leases 1,399
1,399
—
1,399
—
1,486
Other —
—
—
—
—
—
Total commercial loans and leases 58,017
42,736
6,758
49,494
3,250
47,953
Direct installment 18,623
15,653
—
15,653
—
16,153
Residential mortgages 17,448
16,134
—
16,134
—
16,272
Indirect installment 4,648
2,424
—
2,424
—
2,429
Consumer lines of credit 5,698
4,510
—
4,510
—
4,202
Total consumer loans 46,417
38,721
—
38,721
—
39,056
Total $ 104,434
$ 81,457
$ 6,758
$ 88,215
$ 3,250
$ 87,009
At or for the Year Ended
December 31, 2017
Commercial real estate $ 27,718
$ 21,748
$ 2,906
$ 24,654
$ 439
$ 24,413
Commercial and industrial 29,307
11,595
4,457
16,052
3,215
23,907
Commercial leases 1,574
1,574
—
1,574
—
1,386
Other —
—
—
—
—
—
Total commercial loans and leases 58,599
34,917
7,363
42,280
3,654
49,706
Direct installment 19,375
16,653
—
16,653
—
16,852
Residential mortgages 17,754
16,410
—
16,410
—
15,984
Indirect installment 5,709
2,435
—
2,435
—
2,279
Consumer lines of credit 5,039
3,894
—
3,894
—
3,815
Total consumer loans 47,877
39,392
—
39,392
—
38,930
Total $ 106,476
$ 74,309
$ 7,363
$ 81,672
$ 3,654
$ 88,636

Table of Contents

Interest income continued to accrue on certain impaired loans and totaled approximately ~~$1.6~~$1.4 million and ~~$1.9~~$1.6 million for the three months ended March 31, ~~2018~~2019 and ~~2017,~~2018, respectively. The above tables ~~do not reflect the additional allowance for credit losses relating to~~include one loan acquired ~~loans.~~ in a business combination with a specific reserve at December 31, 2018.

Following is a summary of the allowance for credit losses required for loans acquired ~~loans~~in a business combination due to changes in credit quality subsequent to the acquisition date:

TABLE 4.11


(in thousands)	March 31, 2018			December 31, 2017
(in millions)							March 31, 2019		December 31, 2018
Commercial real estate	$	2,732		$	4,976		$	2	$	2
Commercial and industrial	1,785			(415		)	5		4
Total commercial loans	4,517			4,561			7		6
Direct installment	1,804			1,553			1		1
Residential mortgages	518			484			1		—
Indirect installment	240			177
Consumer lines of credit	(242		)	(77		)
Total consumer loans	2,320			2,137			2		1
Total allowance on acquired loans	$	6,837		$	6,698
Total allowance on loans acquired in a business combination							$	9	$	7

Troubled Debt Restructurings

TDRs are loans whose contractual terms have been modified in a manner that grants a concession to a borrower experiencing financial difficulties. TDRs typically result from loss mitigation activities and could include the extension of a maturity date, interest rate reduction, principal forgiveness, deferral or decrease in payments for a period of time and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of collateral.

Following is a summary of the composition of total TDRs:

TABLE 4.12



(in millions)	Originated		Acquired		Total
March 31, 2019
Accruing:
Performing	$	18	$	—	$	18
Non-performing	16		4		20
Non-accrual	9		1		10
Total TDRs	$	43	$	5	$	48
December 31, 2018
Accruing:
Performing	$	18	$	—	$	18
Non-performing	17		4		21
Non-accrual	9		—		9
Total TDRs	$	44	$	4	$	48

(in thousands) Originated Acquired Total
March 31, 2018
Accruing:
Performing $ 19,525
$ 249
$ 19,774
Non-performing 21,283
3,169
24,452
Non-accrual 10,668
357
11,025
Total TDRs $ 51,476
$ 3,775
$ 55,251
December 31, 2017
Accruing:
Performing $ 19,538
$ 266
$ 19,804
Non-performing 20,173
3,308
23,481
Non-accrual 10,472
234
10,706
Total TDRs $ 50,183
$ 3,808
$ 53,991

TDRs that are accruing and performing include loans that met the criteria for non-accrual of interest prior to restructuring for which we can reasonably estimate the timing and amount of the expected cash flows on such loans and for which we expect to fully collect the new carrying value of the loans. During the three months ended March 31, ~~2018,~~2019, we returned to performing status ~~$1.2~~$1.3 million in restructured residential mortgage loans that have consistently met their modified obligations for more than six months. TDRs that are accruing and non-performing are comprised of consumer loans that have not demonstrated a consistent repayment pattern on the modified terms for more than six months, however it is expected that we will collect all future principal and interest payments. TDRs that are on non-accrual are not placed on accruing status until all delinquent principal and interest have been paid and the ultimate collectability of the remaining principal and interest is reasonably

Table of Contents

assured. Some loan modifications classified as TDRs may not ultimately result in the full collection of principal and interest, as modified, and may result in potential incremental losses which are factored into the allowance for credit losses.

~~Table of Contents~~

Excluding purchased credit impaired loans, commercial loans over ~~$0.5~~$1.0 million whose terms have been modified in a TDR are generally placed on non-accrual, individually analyzed and measured for estimated impairment based on the fair value of the underlying collateral. Our allowance for credit losses included specific reserves for commercial TDRs and pooled reserves for individually impaired loans under $1.0 million based on loan segment loss given default. Our allowance for loan losses includes specific reserves for commercial TDRs of less than $0.5 million at March 31, 2019 and 2018, respectively, and pooled reserves for individual loans of $0.9 million for those same respective periods, based on loan segment loss given default. Upon default, the amount of the recorded investment in the TDR in excess of the fair value of the collateral, less estimated selling costs, is generally considered a confirmed loss and is charged-off against the allowance for credit losses. ~~The reserve for commercial TDRs included in the allowance for credit losses is presented in the following table:~~

(in thousands) March 31,
2018 December 31,
2017
Specific reserves for commercial TDRs $ 726
$ 95
Pooled reserves for individual commercial loans 519
469

All other classes of loans ~~which are primarily secured by residential properties,~~ whose terms have been modified in a TDR are pooled and measured for estimated impairment based on the expected net present value of the estimated future cash flows of the pool. Our allowance for credit losses included pooled reserves for these classes of loans of $3.9 million for March 31, 2019 and $4.0 million for ~~both March 31, 2018 and~~ December 31, ~~2017.~~2018. Upon default of an individual loan, our charge-off policy is followed ~~accordingly~~ for that class of loan.

Following is a summary of TDR loans, by class:

TABLE 4.13


	Three Months Ended March 31, 2018					Three Months Ended March 31, 2019
(dollars in thousands)	Number of Contracts	Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
(dollars in millions)						Number of Contracts	Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial real estate	1	$	328	$	328	1	$	—	$	—
Commercial and industrial	1	1,687		1,230		12	1		1
Total commercial loans	2	2,015		1,558		13	1		1
Direct installment	182	1,135		1,056		18	1		1
Residential mortgages	11	501		504		3	—		—
Indirect installment	9	13		12
Consumer lines of credit	21	352		287		8	—		—
Total consumer loans	223	2,001		1,859		29	1		1
Total	225	$	4,016	$	3,417	42	$	2	$	2



	Three Months Ended March 31, 2018
(dollars in millions)	Number of Contracts	Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial real estate	1	$	—	$	—
Commercial and industrial	1	2		1
Total commercial loans	2	2		1
Direct installment	182	1		1
Residential mortgages	11	1		1
Indirect installment	9	—		—
Consumer lines of credit	21	—		—
Total consumer loans	223	2		2
Total	225	$	4	$	3

Three Months Ended March 31, 2017
(dollars in thousands)
Number
of
Contracts

Pre-
Modification
Outstanding
Recorded
Investment

Post-
Modification
Outstanding
Recorded
Investment
Commercial real estate 1
$ 114
$ 109
Commercial and industrial —
—
—
Total commercial loans 1
114
109
Direct installment 171
1,488
1,412
Residential mortgages 8
163
176
Indirect installment 5
17
14
Consumer lines of credit 22
742
729
Total consumer loans 206
2,410
2,331
Total 207
$ 2,524
$ 2,440
The year-to-date items in the above tables have been adjusted for loans that have been paid off and/or sold.

Table of Contents

Following is a summary of originated TDRs, by class, for which there was a payment default, excluding loans that ~~were either charged-off~~ have been paid off and/or ~~cured by period end.~~sold. Default occurs when a loan is 90 days or more past due and is within 12 months of restructuring.

TABLE 4.14

Three Months Ended
March 31, 2018
(dollars in thousands)
Number of
Contracts

Recorded
Investment
Direct installment 45
$ 130
Residential mortgages 4
190
Indirect installment 5
10
Consumer lines of credit 1
196
Total consumer loans 55
526
Total 55
$ 526



	Three Months Ended March 31, 2019
(dollars in millions)	Number of Contracts	Recorded Investment
Commercial real estate	1	$	—
Commercial and industrial	—	—
Total commercial loans	1	—
Direct installment	2	$	—
Residential mortgages	1	—
Consumer lines of credit	2	—
Total consumer loans	5	—
Total	6	$	—



	Three Months Ended March 31, 2018
(dollars in millions)	Number of Contracts	Recorded Investment
Direct installment	45	$	1
Residential mortgages	4	—
Indirect installment	5	—
Consumer lines of credit	1	—
Total consumer loans	55	1
Total	55	$	1

Three Months Ended
March 31, 2017
(dollars in thousands)
Number of
Contracts

Recorded
Investment
Direct installment 29
$ 82
Residential mortgages 2
224
Indirect installment 6
10
Consumer lines of credit 1
34
Total consumer loans 38
350
Total 38
$ 350

NOTE 6.5. ALLOWANCE FOR CREDIT LOSSES

The allowance for credit losses addresses credit losses inherent in the existing loan and lease portfolio and is presented as a reserve against loans and leases on the Consolidated Balance Sheets. Loan and lease losses are charged off against the allowance for credit losses, with recoveries of amounts previously charged off credited to the allowance for credit losses. Provisions for credit losses are charged to operations based on management’s periodic evaluation of the ~~adequacy~~appropriate level of the allowance for credit losses.

~~Table of Contents~~

Following is a summary of changes in the allowance for credit losses, by loan and lease class:

(in thousands)
Balance at
Beginning of
Period

Charge-
Offs
Recoveries
Net
Charge-
Offs

Provision
for Credit
Losses

Balance at
End of
Period
Three Months Ended March 31, 2018
Commercial real estate $ 50,281
$ (225 ) $ 337
$ 112
$ 3,123
$ 53,516
Commercial and industrial 51,963
(5,920 ) 369
(5,551 ) 6,601
53,013
Commercial leases 5,646
(171 ) 10
(161 ) 630
6,115
Other 1,843
(797 ) 297
(500 ) 652
1,995
Total commercial loans and leases 109,733
(7,113 ) 1,013
(6,100 ) 11,006
114,639
Direct installment 20,936
(3,470 ) 440
(3,030 ) 2,222
20,128
Residential mortgages 15,507
(79 ) 91
12
(239 ) 15,280
Indirect installment 11,967
(2,409 ) 895
(1,514 ) 1,502
11,955
Consumer lines of credit 10,539
(531 ) 121
(410 ) 279
10,408
Total consumer loans 58,949
(6,489 ) 1,547
(4,942 ) 3,764
57,771
Total allowance on originated loans and leases 168,682
(13,602 ) 2,560
(11,042 ) 14,770
172,410
Purchased credit-impaired loans 635
—
—
—
(13 ) 622
Other acquired loans 6,063
(309 ) 723
414
(262 ) 6,215
Total allowance on acquired loans 6,698
(309 ) 723
414
(275 ) 6,837
Total allowance for credit losses $ 175,380
$ (13,911 ) $ 3,283
$ (10,628 ) $ 14,495
$ 179,247

(in thousands)
Balance at
Beginning of
Period

Charge-
Offs
Recoveries
Net
Charge-
Offs

Provision
for Credit
Losses

Balance at
End of
Period
Three Months Ended March 31, 2017
Commercial real estate $ 46,635
$ (988 ) $ 361
$ (627 ) $ 381
$ 46,389
Commercial and industrial 47,991
(2,463 ) 474
(1,989 ) 7,568
53,570
Commercial leases 3,280
(506 ) 1
(505 ) 738
3,513
Other 1,392
(973 ) 327
(646 ) 1,063
1,809
Total commercial loans and leases 99,298
(4,930 ) 1,163
(3,767 ) 9,750
105,281
Direct installment 21,391
(2,874 ) 628
(2,246 ) 1,065
20,210
Residential mortgages 10,082
(180 ) 161
(19 ) 147
10,210
Indirect installment 10,564
(2,370 ) 781
(1,589 ) 655
9,630
Consumer lines of credit 9,456
(458 ) 165
(293 ) (280 ) 8,883
Total consumer loans 51,493
(5,882 ) 1,735
(4,147 ) 1,587
48,933
Total allowance on originated loans and leases 150,791
(10,812 ) 2,898
(7,914 ) 11,337
154,214
Purchased credit-impaired loans 572
—
—
—
88
660
Other acquired loans 6,696
(482 ) 269
(213 ) (575 ) 5,908
Total allowance on acquired loans 7,268
(482 ) 269
(213 ) (487 ) 6,568
Total allowance for credit losses $ 158,059
$ (11,294 ) $ 3,167
$ (8,127 ) $ 10,850
$ 160,782

Table of Contents

TABLE 5.1



(in millions)	Balance at Beginning of Period		Charge- Offs			Recoveries		Net Charge- Offs			Provision for Credit Losses			Balance at End of Period
Three Months Ended March 31, 2019
Commercial real estate	$	55	$	(1	)	$	—	$	(1	)	$	3		$	57
Commercial and industrial	49		(1		)	1		—			3			52
Commercial leases	8		—			—		—			—			8
Other	2		(1		)	—		(1		)	1			2
Total commercial loans and leases	114		(3		)	1		(2		)	7			119
Direct installment	14		(1		)	—		(1		)	(1		)	12
Residential mortgages	20		—			—		—			(1		)	19
Indirect installment	15		(3		)	1		(2		)	4			17
Consumer lines of credit	10		—			—		—			—			10
Total consumer loans	59		(4		)	1		(3		)	2			58
Total allowance on originated loans and leases	173		(7		)	2		(5		)	9			177
Purchased credit-impaired loans	1		—			—		—			—			1
Other loans acquired in a business combination	6		(3		)	—		(3		)	5			8
Total allowance on loans acquired in a business combination	7		(3		)	—		(3		)	5			9
Total allowance for credit losses	$	180	$	(10	)	$	2	$	(8	)	$	14		$	186



(in millions)	Balance at Beginning of Period		Charge- Offs			Recoveries		Net Charge- Offs			Provision for Credit Losses			Balance at End of Period
Three Months Ended March 31, 2018
Commercial real estate	$	50	$	—		$	1	$	1		$	3		$	54
Commercial and industrial	52		(6		)	1		(5		)	6			53
Commercial leases	5		—			—		—			1			6
Other	2		(1		)	—		(1		)	1			2
Total commercial loans and leases	109		(7		)	2		(5		)	11			115
Direct installment	21		(3		)	—		(3		)	2			20
Residential mortgages	16		—			—		—			(1		)	15
Indirect installment	12		(3		)	1		(2		)	2			12
Consumer lines of credit	10		—			—		—			—			10
Total consumer loans	59		(6		)	1		(5		)	3			57
Total allowance on originated loans and leases	168		(13		)	3		(10		)	14			172
Purchased credit-impaired loans	1		—			—		—			—			1
Other loans acquired in a business combination	6		—			—		—			—			6
Total allowance on loans acquired in a business combination	7		—			—		—			—			7
Total allowance for credit losses	$	175	$	(13	)	$	3	$	(10	)	$	14		$	179

Table of Contents

Following is a summary of the individual and collective ~~originated~~ allowance for credit losses and corresponding ~~originated~~ loan and lease balances by class:

TABLE 5.2



	Allowance				Loans and Leases Outstanding
(in millions)	Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Loans and Leases		Individually Evaluated for Impairment		Collectively Evaluated for Impairment
March 31, 2019
Commercial real estate	$	—	$	57	$	6,412	$	7	$	6,405
Commercial and industrial	6		46		4,509		10		4,499
Commercial leases	—		8		374		—		374
Other	—		2		49		—		49
Total commercial loans and leases	6		113		11,344		17		11,327
Direct installment	—		12		1,657		—		1,657
Residential mortgages	—		19		2,755		—		2,755
Indirect installment	—		17		1,950		—		1,950
Consumer lines of credit	—		10		1,106		—		1,106
Total consumer loans	—		58		7,468		—		7,468
Total	$	6	$	171	$	18,812	$	17	$	18,795
December 31, 2018
Commercial real estate	$	—	$	55	$	6,171	$	7	$	6,164
Commercial and industrial	4		49		4,140		11		4,129
Commercial leases	—		9		373		—		373
Other	—		2		46		—		46
Total commercial loans and leases	4		115		10,730		18		10,712
Direct installment	—		14		1,668		—		1,668
Residential mortgages	—		19		2,612		—		2,612
Indirect installment	—		15		1,933		—		1,933
Consumer lines of credit	—		10		1,119		—		1,119
Total consumer loans	—		58		7,332		—		7,332
Total	$	4	$	173	$	18,062	$	18	$	18,044

Originated Allowance Originated Loans and Leases Outstanding
(in thousands)
Individually
Evaluated for
Impairment

Collectively
Evaluated for
Impairment

Loans and
Leases

Individually
Evaluated for
Impairment

Collectively
Evaluated for
Impairment
March 31, 2018
Commercial real estate $ 305
$ 53,211
$ 5,465,150
$ 12,292
$ 5,452,858
Commercial and industrial 2,945
50,068
3,688,120
10,880
3,677,240
Commercial leases —
6,115
279,582
—
279,582
Other —
1,995
39,347
—
39,347
Total commercial loans and leases 3,250
111,389
9,472,199
23,172
9,449,027
Direct installment —
20,128
1,737,242
—
1,737,242
Residential mortgages —
15,280
2,131,338
—
2,131,338
Indirect installment —
11,955
1,524,330
—
1,524,330
Consumer lines of credit —
10,408
1,135,488
—
1,135,488
Total consumer loans —
57,771
6,528,398
—
6,528,398
Total $ 3,250
$ 169,160
$ 16,000,597
$ 23,172
$ 15,977,425
December 31, 2017
Commercial real estate $ 439
$ 49,842
$ 5,174,783
$ 11,114
$ 5,163,669
Commercial and industrial 3,215
48,748
3,495,247
9,872
3,485,375
Commercial leases —
5,646
266,720
—
266,720
Other —
1,843
17,063
—
17,063
Total commercial loans and leases 3,654
106,079
8,953,813
20,986
8,932,827
Direct installment —
20,936
1,755,713
—
1,755,713
Residential mortgages —
15,507
2,036,226
—
2,036,226
Indirect installment —
11,967
1,448,268
—
1,448,268
Consumer lines of credit —
10,539
1,151,470
—
1,151,470
Total consumer loans —
58,949
6,391,677
—
6,391,677
Total $ 3,654
$ 165,028
$ 15,345,490
$ 20,986
$ 15,324,504

The above table excludes loans acquired ~~loans~~in a business combination that were pooled into groups of loans for evaluating impairment.

NOTE 7.6. LOAN SERVICING

Mortgage Loan Servicing

We retain the servicing rights on certain mortgage loans sold. The unpaid principal balance of mortgage loans serviced for others ~~as of March 31, 2018 and December 31, 2017,~~ is listed below:

TABLE 6.1


(in thousands)	March 31, 2018		December 31, 2017
(in millions)					March 31, 2019		December 31, 2018
Mortgage loans sold with servicing retained	$	3,417,642	$	3,256,548	$	4,061	$	3,968

Table of Contents

The following table summarizes activity relating to mortgage loans sold with servicing retained:

Three Months Ended March 31,
(in thousands) 2018 2017
Mortgage loans sold with servicing retained $ 236,893
$ 129,843
Pretax gains resulting from above loan sales ⁽¹⁾
3,798
3,638
Mortgage servicing fees ⁽¹⁾
2,174
1,603
TABLE 6.2



	Three Months Ended March 31,
(in millions)	2019		2018
Mortgage loans sold with servicing retained	$	177	$	237
Pretax gains resulting from above loan sales ⁽¹⁾	4		4
Mortgage servicing fees ⁽¹⁾	2		2

(1) Recorded in mortgage banking ~~operations.~~operations on the Consolidated Statements of Income.

Following is a summary of the MSR activity:

TABLE 6.3


	Three Months Ended March 31,						Three Months Ended March 31,
(in thousands)	2018			2017
(in millions)							2019			2018
Balance at beginning of period	$	29,053		$	13,521		$	37		$	29
Fair value of MSRs acquired	—			8,553
Additions	2,710			1,454			2			3
Payoffs and curtailments	(405		)	(139		)	(1		)	—
Impairment charge							(1		)	—
Amortization	(567		)	(523		)	(1		)	(1		)
Balance at end of period	$	30,791		$	22,866		$	36		$	31
Fair value, beginning of period	$	32,419		$	17,546		$	41		$	32
Fair value, end of period	36,445			26,962			40			36

~~We did not have a valuation allowance for MSRs for any of the periods presented in the table above.~~

The fair value of MSRs is highly sensitive to changes in assumptions and is determined by estimating the present value of the asset’s future cash flows utilizing market-based prepayment rates, discount rates and other assumptions validated through comparison to trade information, industry surveys and with the use of independent ~~third party appraisals.~~third-party valuations. Changes in prepayment speed assumptions have the most significant impact on the fair value of MSRs. Generally, as interest rates decline, mortgage loan prepayments accelerate due to increased refinance activity, which results in a decrease in the fair value of the MSR and as interest rates increase, mortgage loan prepayments decline, which results in an increase in the fair value of the MSR. Measurement of fair value is limited to the conditions existing and the assumptions utilized as of a particular point in time, and those assumptions may not be appropriate if they are applied at a different time.

Table of Contents

Following is a summary of the sensitivity of the fair value of MSRs to changes in key assumptions:

TABLE 6.4


(dollars in thousands)	March 31, 2018			December 31, 2017
(dollars in millions)							March 31, 2019			December 31, 2018
Weighted average life (months)	84.5			80.4			79.4			82.2
Constant prepayment rate (annualized)	9.1		%	9.9		%	10.4		%	10.1		%
Discount rate	9.9		%	9.9		%	9.7		%	9.7		%
Effect on fair value due to change in interest rates:
+0.25%	$	1,179		$	1,737		$	2		$	3
+0.50%	2,131			3,220			5			5
-0.25%	(1,476		)	(1,937		)	(2		)	(3		)
-0.50%	(3,237		)	(4,007		)	(5		)	(6		)

The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. Changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the changes in assumptions to fair value may not be linear. Also, in this table, the effects of an adverse variation in a particular assumption on the fair value of the MSRs is calculated without changing any other assumptions, while in reality, changes in one factor may result in changing another, which may magnify or contract the effect of the change.

~~Table~~ We had a $1.8 million valuation allowance for MSRs as of ~~Contents~~

March 31, 2019, with $1.3 million added during the first quarter of 2019.

SBA-Guaranteed Loan Servicing

~~Beginning in March 2017, as a result of the YDKN acquisition, we~~We retain the servicing rights on SBA-guaranteed loans sold to investors. The standard sale structure under the SBA Secondary Participation Guaranty Agreement provides for us to retain a portion of the cash flow from the interest payment received on the loan, which is commonly known as a servicing spread. The unpaid principal balance of SBA-guaranteed loans serviced for investors ~~as of March 31, 2018 and December 31, 2017,~~ was as follows:

TABLE 6.5


(in thousands)	March 31, 2018		December 31, 2017
(in millions)					March 31, 2019		December 31, 2018
SBA loans sold to investors with servicing retained	$	300,857	$	305,977	$	264	$	283

The following table summarizes activity relating to SBA loans sold with servicing retained:

Three Months Ended
March 31,
(in thousands) 2018 2017
SBA loans sold with servicing retained $ 12,288
$ —
Pretax gains resulting from above loan sales⁽¹⁾
1,101
—
SBA servicing fees ⁽¹⁾
750
115
TABLE 6.6



	Three Months Ended March 31,
(in millions)	2019		2018
SBA loans sold with servicing retained	$	6	$	12
Pretax gains resulting from above loan sales⁽¹⁾	—		1
SBA servicing fees ⁽¹⁾	1		1

(1) Recorded in non-interest income.

Table of Contents

Following is a summary of the activity in SBA servicing rights:

TABLE 6.7

Three Months Ended
March 31,
(in thousands) 2017 2017
Balance at beginning of period $ 5,058
$ —
Fair value of servicing rights acquired —
5,399
Additions 388
—
Impairment (charge) / recovery (90 ) —
Amortization (294 ) (60 )
Balance at end of period $ 5,062
$ 5,339
Fair value, beginning of period $ 5,058
$ —
Fair value, end of period 5,062
5,339



	Three Months Ended March 31,
(in millions)	2019		2018
Balance at beginning of period	$	4	$	5
Balance at end of period	$	4	$	5
Fair value, beginning of period	$	4	$	5
Fair value, end of period	4		5

Following is a summary of key assumptions and the sensitivity of the SBA ~~loan~~ servicing rights to changes in these ~~assumptions:~~

assumptions. The declines in fair values were immaterial in the scenarios presented.

March 31, 2018 December 31, 2017
Decline in fair value due to Decline in fair value due to
(dollars in thousands) Actual 10% adverse change 20% adverse change 1% adverse change 2% adverse change Actual 10% adverse change 20% adverse change 1% adverse change 2% adverse change
Weighted-average life (months) 61.0
63.5

Constant prepayment rate (annualized) 10.01 % $ (158 ) $ (309 ) $ —
$ —
9.29 % $ (145 ) $ (284 ) $ —
$ —
Discount rate 14.76
—
—
(148 ) (287 ) 14.87
—
—
(147 ) (286 )
TABLE 6.8



	March 31, 2019										December 31, 2018
			Decline in fair value due to										Decline in fair value due to
(dollars in millions)	Actual		10% adverse change		20% adverse change		1% adverse change		2% adverse change		Actual		10% adverse change		20% adverse change		1% adverse change		2% adverse change
Weighted-average life (months)	49.8										52.2
Constant prepayment rate (annualized)	13.3	%	$	—	$	—	$	—	$	—	12.5	%	$	—	$	—	$	—	$	—
Discount rate	17.5		—		—		—		—		19.4		—		—		—		—

The fair value of the SBA servicing rights is compared to the amortized basis. If the amortized basis exceeds the fair value, the asset is considered impaired and is written down to fair value through a valuation allowance on the asset and a charge against SBA income. We had a ~~$0.4~~$0.8 million valuation allowance for SBA servicing rights as of March 31, ~~2018.~~2019.

NOTE 7. OPERATING LEASES

We have operating leases for certain branches, office space, land, and office equipment. Our operating leases expire at various dates through the year 2046 and generally include one or more options to renew. The exercise of a lease renewal options is at our sole discretion. As of March 31, 2019, we had operating lease right-of-use assets and operating leases liabilities of $111.9 million and $121.3 million, respectively.

Certain of our lease agreements include rental payments based on a percentage of transactions and others include rental payments that periodically adjust to rates and charges stated in the agreements. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

As of March 31, 2019, we have certain operating lease agreements, primarily for administrative office space, that have not yet commenced. At commencement, it is expected that these leases will add approximately $42 million in right-of-use assets and other liabilities. These operating leases will commence between 2019 and 2020 with lease terms of 12 years to 16 years.

Table of Contents

The components of lease expense were as follows:

TABLE 7.1



	Three Months Ended March 31,
(dollars in millions)	2019
Operating lease cost	$	7
Short-term lease cost	—
Variable lease cost	1
Sublease income	—
Total lease cost	$	8

Other information related to leases is as follows:

TABLE 7.2



	Three Months Ended March 31,
(dollars in millions)	2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	7
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	1
Weighted average remaining lease term (years):
Operating leases	8.86
Weighted average discount rate:
Operating leases	3.1		%

Maturities of operating lease liabilities were as follows:

TABLE 7.3



(in millions)	March 31, 2019
2019	$	19
2020	22
2021	19
2022	14
2023	11
Later years	53
Total lease payments	138
Less: Interest	(17		)
Present value of lease liabilities	$	121

Table of Contents

As a lessor we offer commercial leasing services to customers in need of new or used equipment primarily within our market areas of Pennsylvania, Ohio, Maryland, North Carolina, South Carolina and West Virginia. Additional information relating to commercial leasing is provided in Note 4, “Loans and Leases” in the Notes to Consolidated Financial Statements.

NOTE 8. BORROWINGS

Following is a summary of short-term borrowings:

TABLE 8.1



(in millions)	March 31, 2019		December 31, 2018
Securities sold under repurchase agreements	$	239	$	251
Federal Home Loan Bank advances	1,805		2,230
Federal funds purchased	1,957		1,535
Subordinated notes	110		113
Total short-term borrowings	$	4,111	$	4,129

(in thousands) March 31,
2018 December 31,
2017
Securities sold under repurchase agreements $ 280,492
$ 256,017
Federal Home Loan Bank advances 1,555,000
2,285,000
Federal funds purchased 1,830,000
1,000,000
Subordinated notes 136,988
137,320
Total short-term borrowings $ 3,802,480
$ 3,678,337

Borrowings with original maturities of one year or less are classified as short-term. Securities sold under repurchase agreements are comprised of customer repurchase agreements, which are sweep accounts with next day maturities utilized by larger commercial customers to earn interest on their funds. Securities are pledged to these customers in an amount equal to the outstanding balance. Of the total short-term FHLB advances, 41.6% and 57.2% had overnight maturities as of March 31, 2019 and December 31, 2018, respectively. At March 31, 2019, 58.4% of the short-term FHLB advances were swapped to a fixed rate with maturities ranging from 2020 through 2024. This compares to 42.8% as of December 31, 2018.

Following is a summary of long-term borrowings:

TABLE 8.2



(in millions)	March 31, 2019		December 31, 2018
Federal Home Loan Bank advances	$	235	$	270
Subordinated notes	88		87
Junior subordinated debt	101		111
Other subordinated debt	249		159
Total long-term borrowings	$	673	$	627

(in thousands) March 31,
2018 December 31,
2017
Federal Home Loan Bank advances $ 300,053
$ 310,061
Subordinated notes 89,523
87,614
Junior subordinated debt 110,466
110,347
Other subordinated debt 159,848
160,151
Total long-term borrowings $ 659,890
$ 668,173

Our banking affiliate has available credit with the FHLB of ~~$7.8~~$7.4 billion, of which ~~$1.9~~$2.0 billion was utilized as of March 31, ~~2018.~~2019. These advances are secured by loans collateralized by residential mortgages, home equity lines of credit, commercial real estate and FHLB stock and are scheduled to mature in various amounts periodically through the year 2021. Effective interest rates paid on the long-term advances ranged from ~~1.39%~~1.62% to 4.19% for the three months ended March 31, ~~2018~~2019 and ~~0.95%~~1.11% to 4.19% for the year ended December 31, ~~2017.~~2018.

During the first quarter of 2019, we completed a debt offering in which we issued $120.0 million aggregate principal amount of fixed-to-floating rate subordinated notes due in 2029. The net proceeds of the debt offering after deducting underwriting discounts and commissions and offering costs were $118.2 million. This other subordinated debt is eligible for treatment as tier 2 capital for regulatory capital purposes. Also, we repurchased and retired $9.5 million and redeemed $15.5 million in higher interest rate other subordinated debt assumed in the 2017 YDKN acquisition.

The junior subordinated debt is comprised of the debt securities issued by FNB in relation to our unconsolidated subsidiary trusts (collectively, the Trusts), which are unconsolidated variable interest entities, and isare included on the ~~balance sheet~~Consolidated Balance Sheets in long-term borrowings. Since third-party investors are the primary beneficiaries, the Trusts are not consolidated in our ~~financial statements.~~Financial Statements. We record the distributions on the junior subordinated debt issued to the Trusts as interest expense.

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The following table provides information relating to the Trusts as of March 31, ~~2018:~~2019:

TABLE 8.3



(dollars in millions)	Trust Preferred Securities		Common Securities		Junior Subordinated Debt		Stated Maturity Date	Interest Rate		Rate Reset Factor
F.N.B. Statutory Trust II	$	22	$	1	$	22	6/15/2036	4.26	%	LIBOR + 165 basis points (bps)
Omega Financial Capital Trust I	26		1		27		10/18/2034	4.97	%	LIBOR + 219 bps
Yadkin Valley Statutory Trust I	25		1		21		12/15/2037	3.93	%	LIBOR + 132 bps
FNB Financial Services Capital Trust I	25		1		22		9/30/2035	4.05	%	LIBOR + 146 bps
Crescent Financial Capital Trust I	8		—		9		10/7/2033	5.89	%	LIBOR + 310 bps
Total	$	106	$	4	$	101

(dollars in thousands)
Trust
Preferred
Securities

Common
Securities

Junior
Subordinated
Debt

Stated
Maturity
Date
Interest Rate

Rate Reset Factor
F.N.B. Statutory Trust II $ 21,500
$ 665
$ 22,165
6/15/2036 3.77 % LIBOR + 165 basis points (bps)
Omega Financial Capital Trust I 26,000
1,114
26,483
10/18/2034 3.92 % LIBOR + 219 bps
Yadkin Valley Statutory Trust I 25,000
774
20,925
12/15/2037 3.44 % LIBOR + 132 bps
FNB Financial Services Capital Trust I 25,000
774
21,859
9/30/2035 3.79 % LIBOR + 146 bps
American Community Capital Trust II 10,000
310
10,446
12/15/2033 5.11 % LIBOR + 280 bps
Crescent Financial Capital Trust I 8,000
248
8,588
10/7/2033 4.82 % LIBOR + 310 bps
Total $ 115,500
$ 3,885
$ 110,466

During the first quarter of 2019, we redeemed $10.0 million of TPS issued by American Community Capital Trust I and assumed in the 2017 YDKN acquisition.

NOTE 9. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposures to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate risk, primarily by managing the amount, source, and duration of our assets and liabilities, and through the use of derivative instruments. Derivative instruments are used to reduce the effects that changes in interest rates may have on net income and cash flows. We also use derivative instruments to facilitate transactions on behalf of our customers.

All derivatives are carried on the Consolidated Balance Sheets at fair value and do not take into account the effects of master netting arrangements we have with other financial institutions. Credit risk is included in the determination of the estimated fair value of derivatives. Derivative assets are reported in the Consolidated Balance Sheets in other assets and derivative liabilities are reported in the Consolidated Balance Sheets in other liabilities. Changes in fair value are recognized in earnings except for certain changes related to derivative instruments designated as part of a cash flow hedging relationship.

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The following table presents notional amounts and gross fair values of our derivative assets and derivative liabilities which are not offset in the ~~balance sheet.~~Consolidated Balance Sheets.

TABLE 9.1



	March 31, 2019						December 31, 2018
	Notional		Fair Value				Notional		Fair Value
(in millions)	Amount		Asset		Liability		Amount		Asset		Liability
Gross Derivatives
Subject to master netting arrangements:
Interest rate contracts – designated	$	1,255	$	—	$	1	$	1,155	$	—	$	3
Interest rate swaps – not designated	2,917		1		16		2,740		2		10
Equity contracts – not designated	—		—		—		1		—		—
Total subject to master netting arrangements	4,172		1		17		3,896		2		13
Not subject to master netting arrangements:
Interest rate swaps – not designated	2,917		72		12		2,740		40		26
Interest rate lock commitments – not designated	83		2		—		47		1		—
Forward delivery commitments – not designated	101		—		1		55		—		—
Credit risk contracts – not designated	203		—		—		203		—		—
Equity contracts – not designated	—		—		—		1		—		—
Total not subject to master netting arrangements	3,304		74		13		3,046		41		26
Total	$	7,476	$	75	$	30	$	6,942	$	43	$	39

March 31, 2018 December 31, 2017
Notional Fair Value Notional Fair Value
(in thousands) Amount Asset Liability Amount Asset Liability
Gross Derivatives
Subject to master netting arrangements:
Interest rate contracts – designated $ 705,000
$ —
$ 3,662
$ 705,000
$ 228
$ 1,982
Interest rate swaps – not designated 2,422,236
3,481
9,117
2,245,442
1,169
11,599
Equity contracts – not designated 1,180
26
—
1,180
51
—
Total subject to master netting arrangements 3,128,416
3,507
12,779
2,951,622
1,448
13,581
Not subject to master netting arrangements:
Interest rate swaps – not designated 2,422,236
15,176
38,787
2,245,442
27,233
15,303
Interest rate lock commitments – not designated 78,368
1,380
5
88,107
1,594
5
Forward delivery commitments – not designated 94,996
209
231
106,572
233
148
Credit risk contracts – not designated 206,747
20
64
235,196
39
109
Equity contracts – not designated 1,180
—
26
1,180
—
51
Total not subject to master netting arrangements 2,803,527
16,785
39,113
2,676,497
29,099
15,616
Total $ 5,931,943
$ 20,292
$ 51,892
$ 5,628,119
$ 30,547
$ 29,197

~~Beginning in the first quarter of 2017, certain~~Certain derivative exchanges have enacted a rule change which in effect results in the legal characterization of variation margin payments for certain derivative contracts as settlement of the derivatives mark-to-market exposure and not collateral. ~~This rule change became effective~~The variation margin for uscertain derivative instruments cleared through a central clearing house results in the ~~first quarter~~legal characterization of ~~2017. Accordingly, we have changed our reporting of certain derivatives to record variation margin on trades cleared through exchanges that have adopted the rule change as~~a settled ~~where we had previously recorded cash collateral.~~transaction. The daily settlement of the derivative exposure does not change or reset the contractual terms of the instrument.

Derivatives Designated as Hedging Instruments under GAAP

Interest Rate Contracts. We entered into interest rate derivative agreements to modify the interest rate characteristics of certain commercial loans and ~~five~~certain of our FHLB advances from variable rate to fixed rate in order to reduce the impact of changes in future cash flows due to market interest rate changes. These agreements are designated as cash flow hedges ~~(i.e.,~~ hedging the exposure to variability in expected future cash ~~flows).~~flows. The ~~effective portion of the~~ derivative’s gain or loss, including any ineffectiveness, is initially reported as a component of other comprehensive income and subsequently reclassified into earnings in the same line item associated with the forecasted transaction when the forecasted transaction affects earnings. ~~Any~~Prior to 2019, any ineffective portion of the gain or loss iswas reported in earnings immediately.

~~Following is a summary of key data related to interest rate contracts:~~

(in thousands) March 31,
2018 December 31,
2017
Notional amount $ 705,000
$ 705,000
Fair value included in other assets —
228
Fair value included in other liabilities 3,662
1,982

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The following table shows amounts reclassified from accumulated other comprehensive ~~income for~~income:

TABLE 9.2



	Amount of Gain (Loss) Recognized in OCI on Derivatives					Location of Gain (Loss) Reclassified from AOCI into Income	Amount of Gain (Loss) Reclassified from AOCI into Income
	Three Months Ended March 31,						Three Months Ended March 31,
(in millions)	2019			2018			2019		2018
Derivatives in cash flow hedging relationships:
Interest rate contracts	$	(8	)	$	5	Interest income (expense)	$	1	$	—

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The following table represents gains (losses) recognized in the ~~three months ended March 31, 2018:~~Consolidated Statements of Income on cash flow hedging relationships:

TABLE 9.3



	Three Months Ended March 31, 2019				Three Months Ended March 31, 2018
(in millions)	Interest Income - Loans and Leases		Interest Expense - Short-Term Borrowings		Interest Income - Loans and Leases		Interest Expense - Short-Term Borrowings
Total amounts of income and expense line items presented in the Consolidated Statements of Income in which the effects of cash flow hedges are recorded	$	269	$	26	$	239	$	15
The effects of cash flow hedging:
Gain (loss) on cash flow hedging relationships
Interest contracts
Amount of gain (loss) reclassified from AOCI into net income	—		1		—		—
Amount of gain (loss) reclassified from AOCI into income as a result of that a forecasted transaction is no longer probable of occurring	—		—		—		—

(in thousands) Total Net of Tax
Reclassified from AOCI to interest income $ 93
$ 73
Reclassified from AOCI to interest expense (129 ) (102 )

As of March 31, ~~2018,~~2019, the maximum length of time over which forecasted interest cash flows are hedged is 56 years. In the twelve months that follow March 31, ~~2018,~~2019, we expect to reclassify from the amount currently reported in AOCI net derivative gains of ~~$3.2~~$1.8 million ($~~2.5~~1.4 million net of tax), in association with interest on the hedged loans and FHLB advances. This amount could differ from amounts actually recognized due to changes in interest rates, hedge de-designations, and the addition of other hedges subsequent to March 31, ~~2018.~~2019.

There were no components of derivative gains or losses excluded from the assessment of hedge effectiveness related to these cash flow hedges. ~~For the three months ended March 31, 2018 and 2017, there was no hedge ineffectiveness.~~ Also, during the three months ended March 31, ~~2018~~2019 and ~~2017,~~2018, there were no gains or losses from cash flow hedge derivatives reclassified to earnings because it became probable that the original forecasted transactions would not occur.

Derivatives Not Designated as Hedging Instruments under GAAP

~~Interest Rate Swaps.~~ ~~We enter into~~A description of interest rate ~~swap agreements to meet the financing,~~swaps, interest rate lock commitments, forward delivery commitments and ~~equity risk management needs of qualifying commercial loan customers. These agreements provide the customer the ability to convert from variable to fixed interest rates. The~~ credit risk ~~associated~~contracts can be found in Note 14 "Derivative Instruments and Hedging Activities" in the Consolidated Financial Statements of our 2018 Annual Report on Form 10-K filed with ~~derivatives executed with customers is essentially~~ the same as that involved in extending loans and is subject to normal credit policies and monitoring. Swap derivative transactions with customers are not subject to enforceable master netting arrangements and are generally secured by rights to non-financial collateral, such as real and personal property.

~~We enter into positions with a derivative counterparty in order to offset our exposure~~SEC on the fixed components of the customer interest rate swap agreements. We seek to minimize counterparty credit risk by entering into transactions only with high-quality financial dealer institutions. These arrangements meet the definition of derivatives, but are not designated as hedging instruments under ASC 815, ~~Derivatives and Hedging.~~

~~Following is a summary of key data related to interest rate swaps:~~

(in thousands) March 31,
2018 December 31,
2017
Notional amount $ 4,844,472
$ 4,490,884
Fair value included in other assets 18,657
28,402
Fair value included in other liabilities 47,904
26,902
February 26, 2019.

The interest rate swap agreement with the loan customer and with the counterparty is reported at fair value in other assets and other liabilities on the Consolidated Balance Sheets with any resulting gain or loss recorded in current period earnings as other income or other expense.

~~Interest Rate Lock Commitments~~. Interest rate lock commitments represent an agreement to extend credit to a mortgage loan borrower, or an agreement to purchase a loan from a third-party originator, whereby the interest rate on the loan is set prior to funding. We are bound to fund the loan at a specified rate, regardless of whether interest rates have changed between the commitment date and the loan funding date, subject to the loan approval process. The borrower is not obligated to perform under the commitment. As such, outstanding IRLCs subject us to interest rate risk and related price risk during the period from the commitment to the borrower through the loan funding date, or commitment expiration. The IRLCs generally range between 30 to 270 days. The IRLCs are reported at fair value in other assets and other liabilities on the Consolidated Balance Sheets with any resulting gain or loss recorded in current period earnings as mortgage banking operations income.

~~Forward Delivery Commitments~~. Forward delivery commitments on mortgage-backed securities are used to manage the interest rate and price risk of our IRLCs and mortgage loan held for sale inventory by fixing the forward sale price that will be realized upon sale of the mortgage loans into the secondary market. Historical commitment-to-closing ratios are considered to estimate the quantity of mortgage loans that will fund within the terms of the IRLCs. The forward delivery contracts are reported at fair

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~~value in other assets and other liabilities on the Consolidated Balance Sheets with any resulting gain or loss recorded in current period earnings as mortgage banking operations income.~~

~~Credit Risk Contracts.~~ We purchase and sell credit protection under risk participation agreements to share with other counterparties some of the credit exposure related to interest rate derivative contracts or to take on credit exposure to generate revenue. We will make/receive payments under these agreements if a customer defaults on their obligation to perform under certain derivative swap contracts.

Risk participation agreements sold with notional amounts totaling ~~$128.7~~$138.5 million as of March 31, ~~2018~~2019 have remaining terms ranging from ~~three~~six months to nine years. Under these agreements, our maximum exposure assuming a customer defaults on their obligation to perform under certain derivative swap contracts with third parties would be ~~$0.06 million and~~ $0.1 million at March 31, ~~2018~~2019 and $0.1 million at December 31, ~~2017, respectively.~~2018. The fair values of risk participation agreements purchased and sold were ~~$0.02~~$0.06 million and ~~$(0.06)~~$0.1 million, respectively, at ~~December~~March 31, ~~2018~~2019 and ~~$0.04~~$0.05 million and $(0.1) million, respectively at December 31, ~~2017.~~2018.

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The following table presents the effect of certain derivative financial instruments on the Consolidated Statements of Income:

TABLE 9.4



		Three Months Ended March 31,
(in millions)	Consolidated Statements of Income Location	2019			2018
Interest rate swaps	Non-interest income - other	$	—		$	—
Interest rate lock commitments	Mortgage banking operations	—			—
Forward delivery contracts	Mortgage banking operations	(1		)	1
Credit risk contracts	Non-interest income - other	—			—

Counterparty Credit Risk

We are party to master netting arrangements with most of our swap derivative dealer counterparties. Collateral, usually marketable securities and/or cash, is exchanged between FNB and our counterparties, and is generally subject to thresholds and transfer minimums. For swap transactions that require central clearing, we post cash to our clearing agency. Collateral positions are settled or valued daily, and adjustments to amounts received and pledged by us are made as appropriate to maintain proper collateralization for these transactions.

Certain master netting agreements contain provisions that, if violated, could cause the counterparties to request immediate settlement or demand full collateralization under the derivative instrument. If we had breached our agreements with our derivative counterparties we would be required to settle our obligations under the agreements at the termination value and would be required to pay an additional ~~$0.6~~$0.4 million and ~~$0.9~~$0.7 million as of March 31, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively, in excess of amounts previously posted as collateral with the respective counterparty.

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The following table presents a reconciliation of the net amounts of derivative assets and derivative liabilities presented in the ~~balance sheets~~Consolidated Balance Sheets to the net amounts that would result in the event of offset:

TABLE 9.5



			Amount Not Offset in the Consolidated Balance Sheets
(in millions)	Net Amount Presented in the Consolidated Balance Sheets		Financial Instruments		Cash Collateral		Net Amount
March 31, 2019
Derivative Assets
Interest rate contracts:
Not designated	$	1	$	1	$	—	$	—
Total	$	1	$	1	$	—	$	—



Derivative Liabilities
Interest rate contracts:
Designated	$	1	$	1	$	—	$	—
Not designated	16		16		—		—
Total	$	17	$	17	$	—	$	—

Amount Not Offset in the
Balance Sheet

(in thousands)
Net Amount
Presented in
the Balance
Sheet

Financial
Instruments

Cash
Collateral

Net
Amount
March 31, 2018
Derivative Assets
Interest rate contracts:
Designated $ —
$ —
$ —
$ —
Not designated 3,481
3,451
—
30
Equity contracts – not designated 26
26
—
—
Total $ 3,507
$ 3,477
$ —
$ 30



December 31, 2018
Derivative Assets
Interest rate contracts:
Not designated	$	2	$	2	$	—	$	—
Total	$	2	$	2	$	—	$	—

Derivative Liabilities
Interest rate contracts:
Designated $ 3,662
$ 3,662
$ —
$ —
Not designated 9,117
8,592
—
525
Total $ 12,779
$ 12,254
$ —
$ 525



Derivative Liabilities
Interest rate contracts:
Designated	$	3	$	3	$	—	$	—
Not designated	10		9		—		1
Total	$	13	$	12	$	—	$	1

December 31, 2017
Derivative Assets
Interest rate contracts:
Designated $ 228
$ 228
$ —
$ —
Not designated 1,169
1,169
—
—
Equity contracts – not designated 51
51
—
—
Total $ 1,448
$ 1,448
$ —
$ —

Derivative Liabilities
Interest rate contracts:
Designated $ 1,982
$ 1,982
$ —
$ —
Not designated 11,599
10,940
—
659
Total $ 13,581
$ 12,922
$ —
$ 659

~~The following table presents the effect of certain derivative financial instruments on the income statement:~~

Three Months Ended
March 31,
(in thousands) Income Statement Location 2018 2017
Interest Rate Contracts Interest income - loans and leases $ 93
$ 506
Interest Rate Contracts Interest expense – short-term borrowings (129 ) 148
Interest Rate Swaps Other income (160 ) (219 )
Credit Risk Contracts Other income 27
19

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NOTE 10. COMMITMENTS, CREDIT RISK AND CONTINGENCIES

We have commitments to extend credit and standby letters of credit that involve certain elements of credit risk in excess of the amount stated in the Consolidated Balance Sheets. Our exposure to credit loss in the event of non-performance by the customer is represented by the contractual amount of those instruments. The credit risk associated with commitments to extend credit and standby letters of credit is essentially the same as that involved in extending loans and leases to customers and is subject to normal credit policies. Since many of these commitments expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements.

Following is a summary of off-balance sheet credit risk information:

TABLE 10.1



(in millions)	March 31, 2019		December 31, 2018
Commitments to extend credit	$	8,071	$	7,378
Standby letters of credit	136		126

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(in thousands) March 31,
2018 December 31,
2017
Commitments to extend credit $ 7,097,958
$ 6,957,822
Standby letters of credit 136,661
132,904

At March 31, ~~2018,~~2019, funding of ~~76.4%~~73.8% of the commitments to extend credit was dependent on the financial condition of the customer. We have the ability to withdraw such commitments at our discretion. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Based on management’s credit evaluation of the customer, collateral may be deemed necessary. Collateral requirements vary and may include accounts receivable, inventory, property, plant and equipment and income-producing commercial properties.

Standby letters of credit are conditional commitments issued by us that may require payment at a future date. The credit risk involved in issuing letters of credit is actively monitored through review of the historical performance of our portfolios.

In addition to the above commitments, subordinated notes issued by FNB Financial Services, LP, a wholly-owned finance subsidiary, are fully and unconditionally guaranteed by FNB. These subordinated notes are included in the summaries of short-term borrowings and long-term borrowings in Note 8.

Other Legal Proceedings

In the ordinary course of business, we are routinely named as defendants in, or made parties to, pending and potential legal actions. Also, as regulated entities, we are subject to governmental and regulatory examinations, information-gathering requests, and may be subject to investigations and proceedings (both formal and informal). Such threatened claims, litigation, investigations, regulatory and administrative proceedings typically entail matters that are considered incidental to the normal conduct of business. Claims for significant monetary damages may be asserted in many of these types of legal actions, while claims for disgorgement, restitution, penalties and/or other remedial actions or sanctions may be sought in regulatory matters. In these instances, if we determine that we have meritorious defenses, we will engage in an aggressive defense. However, if management determines, in consultation with counsel, that settlement of a matter is in the best interest of our Company and our shareholders, we may do so. It is inherently difficult to predict the eventual outcomes of such matters given their complexity and the particular facts and circumstances at issue in each of these matters. However, on the basis of current knowledge and understanding, and advice of counsel, we do not believe that judgments, sanctions, settlements or orders, if any, that may arise from these matters (either individually or in the aggregate, after giving effect to applicable reserves and insurance coverage) will have a material adverse effect on our financial position or liquidity, although they could have a material effect on net income in a given period.

In view of the inherent unpredictability of outcomes in litigation and governmental and regulatory matters, particularly where (i) the damages sought are indeterminate, (ii) the proceedings are in the early stages, or (iii) the matters involve novel legal theories or a large number of parties, as a matter of course, there is considerable uncertainty surrounding the timing or ultimate resolution of litigation and governmental and regulatory matters, including a possible eventual loss, fine, penalty, business or adverse reputational impact, if any, associated with each such matter. In accordance with applicable accounting guidance, we establish accruals for litigation and governmental and regulatory matters when those matters proceed to a stage where they present loss contingencies that are both probable and reasonably estimable. In such cases, there may be a possible exposure to loss in excess of any amounts accrued. We will continue to monitor such matters for developments that could affect the amount of the accrual, and will adjust the accrual amount as appropriate. If the loss contingency in question is not both probable and reasonably estimable, we do not establish an accrual and the matter will continue to be monitored for any developments that would make the loss contingency both probable and reasonably estimable. We believe that our accruals for legal proceedings

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are appropriate and, in the aggregate, are not material to our consolidated financial position, although future accruals could have a material effect on net income in a given period.

NOTE 11. STOCK INCENTIVE PLANS

Restricted Stock

We issue restricted stock awards ~~consisting of both restricted stock and restricted stock units,~~ to key employees under our Incentive Compensation Plan (Plan). We issue time-based awards and performance-based awards under this Plan, both of which are based on a three-year vesting period. The grant date fair value of the time-based awards is equal to the price of our common stock on the grant date. The fair value of the performance-based awards is based on a Monte-Carlo simulation valuation of our common stock as of the grant date. The assumptions used for this valuation include stock price volatility, risk-free interest rate and dividend yield.

For performance-based restricted stock awards granted, the recipients will earn shares, totaling between 0% and 175% of the number of units issued, based on our total stockholder return relative to a specified peer group of financial institutions over the three-year period. These market-based restricted stock units are included in the table below as if the recipients earned shares equal to 100% of the units issued, regardless of the actual vesting percentages.

As of March 31, ~~2018,~~2019, we had available up to ~~2,636,450~~2,037,154 shares of common stock to issue under this Plan.

The unvested restricted stock unit awards are eligible to receive cash dividends or dividend equivalents which are ultimately used to purchase additional shares of stock and are subject to forfeiture if the requisite service period is not completed or the

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specified performance criteria are not met. These awards are subject to certain accelerated vesting provisions upon retirement, death, disability or in the event of a change of control as defined in the award agreements.

The following table summarizes the activity relating to restricted stock ~~awards~~units during the periods indicated:

TABLE 11.1



	Three Months Ended March 31,
	2019				2018
	Units		Weighted Average Grant Price per Share		Units		Weighted Average Grant Price per Share
Unvested units outstanding at beginning of period	2,556,174		$	13.51	1,975,862		$	13.64
Vested	(295,616	)	13.28		(7,631	)	12.83
Forfeited/expired	(10,442	)	13.66		(19,893	)	14.02
Dividend reinvestment	22,701		11.91		16,373		14.37
Unvested units outstanding at end of period	2,272,817		13.52		1,964,711		13.65

Three Months Ended March 31,
2018 2017
Awards
Weighted
Average
Grant
Price per
Share
Awards
Weighted
Average
Grant
Price per
Share
Unvested awards outstanding at beginning of period 1,975,862
$ 13.64
1,836,363
$ 12.97
Vested (7,631 ) 12.83
(243,982 ) 11.83
Forfeited/expired (19,893 ) 14.02
(2,950 ) 13.00
Dividend reinvestment 16,373
14.37
12,253
14.54
Unvested awards outstanding at end of period 1,964,711
13.65
1,601,684
13.16

The following table provides certain information related to restricted stock ~~awards:~~units:

TABLE 11.2



(in millions)	Three Months Ended March 31,
	2019		2018
Stock-based compensation expense	$	2	$	2
Fair value of units vested	3		—

(in thousands) Three Months Ended
March 31,
2018 2017
Stock-based compensation expense $ 1,939
$ 1,760
Tax benefit related to stock-based compensation expense 407
616
Fair value of awards vested 110
3,802

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As of March 31, ~~2018,~~2019, there was ~~$9.8~~$11.1 million of unrecognized compensation cost related to unvested restricted stock ~~awards,~~units, including $0.6 million that is subject to accelerated vesting under the Plan’s immediate vesting upon retirement. The components of the restricted stock ~~awards~~units as of March 31, ~~2018~~2019 are as follows:

TABLE 11.3



(dollars in millions)	Service- Based Units		Performance- Based Units		Total
Unvested restricted stock units	1,470,391		802,426		2,272,817
Unrecognized compensation expense	$	8	$	3	$	11
Intrinsic value	$	16	$	9	$	25
Weighted average remaining life (in years)	1.73		1.69		1.72

(dollars in thousands)
Service-
Based
Awards

Performance-
Based
Awards
Total
Unvested restricted stock awards 1,050,062
914,649
1,964,711
Unrecognized compensation expense $ 5,691
$ 4,061
$ 9,752
Intrinsic value $ 14,123
$ 12,302
$ 26,425
Weighted average remaining life (in years) 1.76
1.50
1.64

Stock Options

All outstanding stock options were assumed from acquisitions and are fully vested. Upon consummation of our acquisitions, all outstanding stock options issued by the acquired companies were converted into equivalent FNB stock options. We issue shares of treasury stock or authorized but unissued shares to satisfy stock options exercised.

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The following table summarizes the activity relating to stock options during the periods indicated:

TABLE 11.4



	Three Months Ended March 31,
	2019				2018
	Shares		Weighted Average Exercise Price per Share		Shares		Weighted Average Exercise Price per Share
Options outstanding at beginning of period	458,354		$	7.99	722,650		$	7.96
Exercised	(34,432	)	7.86		(163,035	)	7.79
Forfeited/expired	(1,421	)	7.64		(237	)	10.72
Options outstanding and exercisable at end of period	422,501		8.00		559,378		8.03

Three Months Ended March 31,
2018 2017
Shares
Weighted
Average
Exercise
Price per
Share
Shares
Weighted
Average
Exercise
Price per
Share
Options outstanding at beginning of period 722,650
$ 7.96
892,532
$ 8.95
Assumed from acquisitions —
—
207,645
8.92
Exercised (163,035 ) 7.79
(131,792 ) 9.44
Forfeited/expired (237 ) 10.72
(49,281 ) 10.91
Options outstanding and exercisable at end of period 559,378
8.03
919,104
8.77

The intrinsic value of outstanding and exercisable stock options at March 31, ~~2018~~2019 was ~~$3.0~~$1.1 million. The aggregate intrinsic value represents the amount by which the fair value of underlying stock exceeds the option exercise price.

NOTE 12. ~~RETIREMENT PLANS~~

Our subsidiaries participate in a qualified 401(k) defined contribution plan under which employees may contribute a percentage of their salary. Employees are eligible to participate upon their first day of employment. Under this plan, we match 100% of the first six percent that the employee defers. Additionally, we may provide a performance-based company contribution of up to three percent if we exceed annual financial goals. Our contribution expense is presented in the following table:

Three Months Ended
March 31,
(in thousands) 2018 2017
401(k) contribution expense $ 3,610
$ 2,767

We also sponsor an Employee Retirement Income Security Act of 1974 (ERISA) Excess Lost Match Plan for certain officers. This plan provides retirement benefits equal to the difference, if any, between the maximum benefit allowable under the Internal Revenue Code and the amount that would have been provided under the qualified 401(k) defined contribution plan, if no limits were applied.

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Additionally, we sponsor a qualified non-contributory defined benefit pension plan and two supplemental non-qualified retirement plans that have been frozen. The net periodic benefit credit for these plans includes the following components:

Three Months Ended
March 31,
(in thousands) 2018 2017
Service cost $ (4 ) $ (4 )
Interest cost 1,560
1,477
Expected return on plan assets (2,895 ) (2,427 )
Amortization:
Unrecognized prior service cost —
2
Unrecognized loss 623
628
Net periodic pension credit $ (716 ) $ (324 )

~~NOTE 13.~~ INCOME TAXES

The TCJA includes several changes to existing U.S. tax laws that impact us, most notably a reduction of the U.S. corporate income tax rate from 35% to 21%, which became effective January 1, 2018. We recognized the initial income tax effects of the TCJA in our 2017 financial statements in accordance with Staff Accounting Bulletin No. 118, which provides SEC staff guidance for the application of ASC 740, Income Taxes, in the reporting period in which the TCJA was signed into law. As such, our financial results reflect the income tax effects of the TCJA for which the accounting under ASC 740 is complete, as well as for provisional amounts for those specific income tax effects under ASC 740 that are incomplete, but a reasonable estimate could be determined. We did not identify any items for which the income tax effects of the TCJA have not been completed and a reasonable estimate could not be determined as of December 31, 2017, which was our first reporting date after the TCJA enactment. Examples of unavailable or unanalyzed information for which we have provisional estimates include deferred taxes related to depreciation (including lease financing), partnership earnings, and realized built-in losses from a prior acquisition. These estimates are subject to change as additional data is gathered, as interpretations and guidance are received, and as the final analyses are completed. The measurement period ends when we have analyzed the information necessary to finalize our accounting, but cannot extend beyond one year from the TCJA enactment date.

Income Tax Expense

Federal and state income tax expense and the statutory tax rate and the actual effective tax rate consist of the following:

TABLE 12.1


	Three Months Ended March 31,						Three Months Ended March 31,
(in thousands)	2018			2017
(in millions)							2019			2018
Current income taxes:
Federal taxes	$	17,700		$	6,688		$	18		$	17
State taxes	1,704			499			2			2
Total current income taxes	19,404			7,187			20			19
Deferred income taxes:
Federal taxes	1,902			1,690			2			2
State taxes	(38		)	(2,393		)
Total deferred income taxes	1,864			(703		)	2			2
Total income taxes	$	21,268		$	6,484		$	22		$	21
Statutory tax rate	21.0		%	35.0		%	21.0		%	21.0		%
Effective tax rate	19.7		%	22.0		%	19.3		%	19.7		%

The effective tax rate for the ~~quarter~~three months ended March 31, 2018 under the 21% TCJA statutory federal tax rate was 19.7%. The effective tax rate for the quarter ended March 31, 2017 under the former 35% statutory federal tax rate was 22.0%. The effective tax rate for the quarter ended2019 and March 31, 2018 was lower than the statutory tax rate of 21% due to tax benefits resulting

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from tax-exempt income on investments, loans, tax credits and income from BOLI. ~~The lower effective tax rate for the quarter ended March 31, 2017 primarily related to merger expenses from the Yadkin acquisition.~~

In the fourth quarter of 2017, we elected to change our accounting policy under ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) to reclassify the income tax effects related to the TCJA from AOCI to retained earnings.

Deferred Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and tax purposes. Deferred tax assets and liabilities are measured based on the enacted tax rates that will apply in the years in which the temporary differences are expected to be recovered or paid. ~~As such, during December 2017, we remeasured our~~Net deferred tax assets were $60.5 million and ~~liabilities as a result of the passage of the TCJA. The primary impact of this remeasurement was a reduction in deferred tax assets~~$67.5 million at March 31, 2019 and ~~liabilities in connection with the reduction of the U.S. corporate income tax rate from 35% to 21%.~~December 31, 2018, respectively.

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NOTE ~~14.~~13. OTHER COMPREHENSIVE INCOME

The following table presents changes in AOCI, net of tax, by component:

TABLE 13.1



(in millions)	Unrealized Net Losses on Debt Securities Available for Sale			Unrealized Net Gains (Losses) on Derivative Instruments			Unrecognized Pension and Postretirement Obligations			Total
Three Months Ended March 31, 2019
Balance at beginning of period	$	(46	)	$	1		$	(61	)	$	(106	)
Other comprehensive (loss) income before reclassifications	24			(6		)	1			19
Amounts reclassified from AOCI	—			(1		)	—			(1		)
Net current period other comprehensive (loss) income	24			(7		)	1			18
Balance at end of period	$	(22	)	$	(6	)	$	(60	)	$	(88	)

(in thousands)
Unrealized
Net Losses on
Debt Securities
Available
for Sale

Unrealized
Net Gains
(Losses) on
Derivative
Instruments

Unrecognized
Pension and
Postretirement
Obligations
Total
Three Months Ended March 31, 2018
Balance at beginning of period $ (29,626 ) $ 5,407
$ (58,833 ) $ (83,052 )
Other comprehensive (loss) income before reclassifications (29,787 ) 3,804
484
(25,499 )
Amounts reclassified from AOCI —
(173 ) —
(173 )
Net current period other comprehensive (loss) income (29,787 ) 3,631
484
(25,672 )
Balance at end of period $ (59,413 ) $ 9,038
$ (58,349 ) $ (108,724 )

The amounts reclassified from AOCI related to debt securities ~~available for sale~~AFS are included in net securities gains on the Consolidated Statements of Income, ~~Statements,~~ while the amounts reclassified from AOCI related to derivative instruments are included in interest income on loans and leases on the Consolidated ~~Income Statements.~~Statements of Income.

The tax (benefit) expense amounts reclassified from AOCI in connection with the debt securities ~~available for sale~~AFS and derivative instruments reclassifications are included in income taxes on the Consolidated Statements of Income.

NOTE ~~15.~~14. EARNINGS PER COMMON SHARE

Basic earnings per common share is calculated by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding net of unvested shares of restricted stock.

Diluted earnings per common share is calculated by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding, adjusted for the dilutive effect of potential common shares issuable for stock options, warrants and restricted shares, as calculated using the treasury stock method. Adjustments to the weighted average number of shares of common stock outstanding are made only when such adjustments dilute earnings per common share.

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The following table sets forth the computation of basic and diluted earnings per common share:

TABLE 14.1



	Three Months Ended March 31,
(dollars in millions, except per share data)	2019		2018
Net income	$	94	$	87
Less: Preferred stock dividends	2		2
Net income available to common stockholders	$	92	$	85
Basic weighted average common shares outstanding	324,640,715		323,740,956
Net effect of dilutive stock options, warrants and restricted stock	1,188,119		2,026,012
Diluted weighted average common shares outstanding	325,828,834		325,766,968
Earnings per common share:
Basic	$	0.28	$	0.26
Diluted	$	0.28	$	0.26

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Three Months Ended
March 31,
(dollars in thousands, except per share data)
2018 2017
Net income $ 86,762
$ 22,979
Less: Preferred stock dividends 2,010
2,010
Net income available to common stockholders $ 84,752
$ 20,969
Basic weighted average common shares outstanding 323,740,956
237,379,260
Net effect of dilutive stock options, warrants and restricted stock 2,026,012
1,882,423
Diluted weighted average common shares outstanding 325,766,968
239,261,683
Earnings per common share:
Basic $ 0.26
$ 0.09
Diluted $ 0.26
$ 0.09

The following table shows the average shares excluded from the above calculation as their effect would have been anti-dilutive:

TABLE 14.2



	Three Months Ended March 31,
	2019	2018
Average shares excluded from the diluted earnings per common share calculation	189	21

Three Months Ended
March 31,
2018 2017
Average shares excluded from the diluted earnings per common share calculation 21
81,755

NOTE ~~16.~~15. CASH FLOW INFORMATION

Following is a summary of supplemental cash flow information:

TABLE 15.1



	Three Months Ended March 31,
	2019		2018
(in millions)
Interest paid on deposits and other borrowings	$	77	$	47
Transfers of loans to other real estate owned	2		4

Three Months Ended
March 31,
2018 2017
(in thousands)
Interest paid on deposits and other borrowings $ 46,540
$ 18,606
Transfers of loans to other real estate owned 3,954
20,517

NOTE ~~17.~~16. BUSINESS SEGMENTS

We operate in ~~four~~three reportable segments: Community Banking, Wealth Management ~~Insurance~~ and ~~Consumer Finance.~~Insurance.

The Community Banking segment provides commercial and consumer banking services. Commercial banking solutions include corporate banking, small business banking, investment real estate financing, ~~international banking,~~ business credit, capital markets and lease financing. Consumer banking products and services include deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services.

The Wealth Management segment provides a broad range of personal and corporate fiduciary services including the administration of decedent and trust estates. In addition, it offers various alternative products, including securities brokerage and investment advisory services, mutual funds and annuities.

The Insurance segment includes a full-service insurance agency offering all lines of commercial and personal insurance through major carriers. The Insurance segment also includes a reinsurer.

~~The~~We also previously operated a Consumer Finance segment, which is no longer a reportable segment. This segment primarily ~~makes~~made installment loans to individuals and ~~purchases~~purchased installment sales finance contracts from retail merchants. ~~The~~On August 31, 2018, as part of our strategy to enhance the overall positioning of our consumer banking operations, we sold 100 percent of the issued and outstanding capital stock of Regency to Mariner Finance, LLC. This transaction was completed to accomplish several strategic objectives, including enhancing the credit risk profile of the consumer loan portfolio, offering additional liquidity and selling a non-strategic business segment that no longer fits with our core business. Regency's financial information is included in the Consumer Finance segment ~~activity is funded through~~in the ~~sale of subordinated notes, which are issued by a wholly-owned subsidiary and guaranteed by us.~~2018 table that follows.

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The following tables provide financial information for these segments of FNB. The information provided under the caption “Parent and Other” represents operations not considered to be reportable segments and/or general operating expenses of FNB, and includes the parent company, other non-bank subsidiaries and eliminations and adjustments to reconcile to the Consolidated Financial Statements.

TABLE 16.1

(in thousands)
Community
Banking

Wealth
Management
Insurance
Consumer
Finance

Parent and
Other
Consolidated
At or for the Three Months Ended March 31, 2018
Interest income $ 263,587
$ —
$ 20
$ 9,294
$ 26
$ 272,927
Interest expense 42,360
—
—
910
3,552
46,822
Net interest income 221,227
—
20
8,384
(3,526 ) 226,105
Provision for credit losses 12,412
—
—
2,083
—
14,495
Non-interest income 53,312
11,002
4,303
638
(1,752 ) 67,503
Non-interest expense ⁽¹⁾
148,667
8,278
3,711
5,230
979
166,865
Amortization of intangibles 4,105
61
52
—
—
4,218
Income tax expense (benefit) 21,720
589
124
474
(1,639 ) 21,268
Net income (loss) 87,635
2,074
436
1,235
(4,618 ) 86,762
Total assets 31,424,150
25,129
20,529
169,737
12,808
31,652,353
Total intangibles 2,315,127
10,128
12,075
1,809
—
2,339,139
At or for the Three Months Ended March 31, 2017
Interest income $ 185,381
$ —
$ 20
$ 9,902
$ (610 ) $ 194,693
Interest expense 18,865
—
—
922
2,154
21,941
Net interest income 166,516
—
20
8,980
(2,764 ) 172,752
Provision for credit losses 9,064
—
—
1,786
—
10,850
Non-interest income 40,716
9,549
4,325
710
(184 ) 55,116
Non-interest expense ⁽¹⁾
168,283
7,540
3,315
5,231
88
184,457
Amortization of intangibles 2,982
61
55
—
—
3,098
Income tax expense (benefit) 6,311
711
347
1,067
(1,952 ) 6,484
Net income (loss) 20,592
1,237
628
1,606
(1,084 ) 22,979
Total assets 29,978,061
22,130
20,514
184,006
(14,016 ) 30,190,695
Total intangibles 2,332,352
10,353
12,285
1,809
—
2,356,799



(in millions)	Community Banking		Wealth Management		Insurance		Consumer Finance		Parent and Other			Consolidated
At or for the Three Months Ended March 31, 2019
Interest income	$	310	$	—	$	—	$	—	$	—		$	310
Interest expense	76		—		—		—		3			79
Net interest income	234		—		—		—		(3		)	231
Provision for credit losses	14		—		—		—		—			14
Non-interest income	51		11		5		—		(2		)	65
Non-interest expense ⁽¹⁾	147		9		4		—		2			162
Amortization of intangibles	4		—		—		—		—			4
Income tax expense (benefit)	23		—		—		—		(1		)	22
Net income (loss)	97		2		1		—		(6		)	94
Total assets	33,598		27		25		—		45			33,695
Total intangibles	2,301		10		19		—		—			2,330
At or for the Three Months Ended March 31, 2018
Interest income	$	264	$	—	$	—	$	9	$	—		$	273
Interest expense	42		—		—		1		4			47
Net interest income	222		—		—		8		(4		)	226
Provision for credit losses	12		—		—		2		—			14
Non-interest income	53		11		4		1		(2		)	67
Non-interest expense ⁽¹⁾	149		8		4		5		1			167
Amortization of intangibles	4		—		—		—		—			4
Income tax expense (benefit)	22		1		—		—		(2		)	21
Net income (loss)	88		2		—		2		(5		)	87
Total assets	31,424		25		20		170		13			31,652
Total intangibles	2,315		10		12		2		—			2,339

(1) Excludes amortization of intangibles, which is presented separately.

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NOTE ~~18.~~17. FAIR VALUE MEASUREMENTS

Refer to Note 24 "Fair Value Measurements" to the Consolidated Financial Statements of ~~the~~our 2018 Annual Report on Form 10-K ~~for the year ended December 31, 2017~~ filed with the SEC on February ~~28, 2018~~26, 2019 for a description of additional valuation methodologies for assets and liabilities measured at fair value on a recurring and non-recurring basis. ~~Assets and liabilities measured at fair value rarely transfer between Level 1 and Level 2 measurements. There were no such transfers during the three-month periods ended March 31, 2018 and 2017.~~

~~Table of Contents~~

The following table presents the balances of assets and liabilities measured at fair value on a recurring basis:

TABLE 17.1


(in thousands)	Level 1		Level 2		Level 3		Total
March 31, 2018
(in millions)									Level 1		Level 2		Level 3		Total
March 31, 2019
Assets Measured at Fair Value
Debt securities available for sale
U.S. government agencies									$	—	$	181	$	—	$	181
U.S. government-sponsored entities	$	—	$	358,648	$	—	$	358,648	—		299		—		299
Residential mortgage-backed securities:
Agency mortgage-backed securities	—		1,671,573		—		1,671,573		—		1,378		—		1,378
Agency collateralized mortgage obligations	—		832,350		—		832,350		—		1,298		—		1,298
Non-agency collateralized mortgage obligations	—		1		—		1
Commercial mortgage-backed securities	—		39,213		—		39,213		—		228		—		228
States of the U.S. and political subdivisions	—		21,023		—		21,023		—		17		—		17
Other debt securities	—		4,655		—		4,655		—		2		—		2
Total debt securities available for sale	—		2,927,463		—		2,927,463		—		3,403		—		3,403
Loans held for sale	—		21,610		—		21,610		—		25		—		25
Marketable equity securities
Fixed income mutual fund	177		—		—		177
Financial services industry	—		944		—		944
Total marketable equity securities	177		944		—		1,121
Derivative financial instruments
Trading	—		18,683		—		18,683		—		73		—		73
Not for trading	—		229		1,380		1,609		—		—		2		2
Total derivative financial instruments	—		18,912		1,380		20,292		—		73		2		75
Total assets measured at fair value on a recurring basis	$	177	$	2,968,929	$	1,380	$	2,970,486	$	—	$	3,501	$	2	$	3,503
Liabilities Measured at Fair Value
Derivative financial instruments
Trading	$	—	$	47,930	$	—	$	47,930	$	—	$	28	$	—	$	28
Not for trading	—		3,957		5		3,962		—		2		—		2
Total derivative financial instruments	—		51,887		5		51,892		—		30		—		30
Total liabilities measured at fair value on a recurring basis	$	—	$	51,887	$	5	$	51,892	$	—	$	30	$	—	$	30

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(in millions)	Level 1		Level 2		Level 3		Total
December 31, 2018
Assets Measured at Fair Value
Debt securities available for sale
U.S. government agencies	$	—	$	187	$	—	$	187
U.S. government-sponsored entities	—		313		—		313
Residential mortgage-backed securities:
Agency mortgage-backed securities	—		1,429		—		1,429
Agency collateralized mortgage obligations	—		1,161		—		1,161
Commercial mortgage-backed securities	—		228		—		228
States of the U.S. and political subdivisions	—		21		—		21
Other debt securities	—		2		—		2
Total debt securities available for sale	—		3,341		—		3,341
Loans held for sale	—		14		—		14
Derivative financial instruments
Trading	—		42		1		43
Total derivative financial instruments	—		42		1		43
Total assets measured at fair value on a recurring basis	$	—	$	3,397	$	1	$	3,398
Liabilities Measured at Fair Value
Derivative financial instruments
Trading	$	—	$	36	$	—	$	36
Not for trading	—		3		—		3
Total derivative financial instruments	—		39		—		39
Total liabilities measured at fair value on a recurring basis	$	—	$	39	$	—	$	39

(in thousands) Level 1 Level 2 Level 3 Total
December 31, 2017
Assets Measured at Fair Value
Debt securities available for sale
U.S. government-sponsored entities $ —
$ 343,942
$ —
$ 343,942
Residential mortgage-backed securities:
Agency mortgage-backed securities —
1,598,874
—
1,598,874
Agency collateralized mortgage obligations —
794,957
—
794,957
Non-agency collateralized mortgage obligations —
1
—
1
States of the U.S. and political subdivisions —
21,093
—
21,093
Other debt securities —
4,670
—
4,670
Total debt securities available for sale —
2,763,537
—
2,763,537
Equity securities available for sale
Fixed income mutual fund 161
—
—
161
Financial services industry —
864
—
864
Total equity securities available for sale 161
864
—
1,025
Total securities available for sale 161
2,764,401
—
2,764,562
Loans held for sale —
56,458
—
56,458
Derivative financial instruments
Trading —
28,453
—
28,453
Not for trading —
500
1,594
2,094
Total derivative financial instruments —
28,953
1,594
30,547
Total assets measured at fair value on a recurring basis $ 161
$ 2,849,812
$ 1,594
$ 2,851,567
Liabilities Measured at Fair Value
Derivative financial instruments
Trading $ —
$ 26,953
$ —
$ 26,953
Not for trading —
2,239
5
2,244
Total derivative financial instruments —
29,192
5
29,197
Total liabilities measured at fair value on a recurring basis $ —
$ 29,192
$ 5
$ 29,197

~~Table of Contents~~

The following table presents additional information about assets measured at fair value on a recurring basis and for which we have utilized Level 3 inputs to determine fair value:

TABLE 17.2



(in millions)	Interest Rate Lock Commitments			Total
Three Months Ended March 31, 2019
Balance at beginning of period	$	1		$	1
Purchases, issuances, sales and settlements:
Purchases	2			2
Settlements	(1		)	(1		)
Balance at end of period	$	2		$	2
Year Ended December 31, 2018
Balance at beginning of period	$	2		$	2
Purchases, issuances, sales and settlements:
Purchases	5			5
Settlements	(6		)	(6		)
Balance at end of period	$	1		$	1

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(in thousands)
Other
Debt
Securities

Equity
Securities

Residential
Non-Agency
Collateralized
Mortgage
Obligations

Interest
Rate
Lock
Commitments
Total
Three Months Ended March 31, 2018
Balance at beginning of period $ —
$ —
$ —
$ 1,594
$ 1,594
Purchases, issuances, sales and settlements:
Purchases —
—
—
1,380
1,380
Settlements —
—
—
(1,594 ) (1,594 )
Balance at end of period $ —
$ —
$ —
$ 1,380
$ 1,380
Year Ended December 31, 2017
Balance at beginning of period $ —
$ 492
$ 894
$ —
$ 1,386
Total gains (losses) – realized/unrealized:
Included in earnings —
—
4
—
4
Included in other comprehensive income —
86
(6 ) —
80
Accretion included in earnings (1 ) —
1
—
—
Purchases, issuances, sales and settlements:
Purchases 12,048
—
—
1,594
13,642
Sales/redemptions (12,047 ) —
(874 ) —
(12,921 )
Settlements —
—
(19 ) (4,569 ) (4,588 )
Transfers from Level 3 —
(578 ) —
—
(578 )
Transfers into Level 3 —
—
—
4,569
4,569
Balance at end of period $ —
$ —
$ —
$ 1,594
$ 1,594

We review fair value hierarchy classifications on a quarterly basis. Changes in the observability of the valuation attributes may result in reclassification of certain financial assets or liabilities. Such reclassifications are reported as transfers in/out of Level 3 at fair value at the beginning of the period in which the changes occur. There were no transfers of assets or liabilities between the hierarchy levels during the first three months of 2019 or 2018. During the first quarter of 2017, we acquired $12.0 million in other debt securities from YDKN that are measured at Level 3. These securities were sold during the second quarter of 2017. During the first three months of 2017, we transferred equity securities totaling $0.6 million from Level 3 to Level 2, as a result of increased trading activity relating to these securities.

For the three months ended March 31, 2018, we recorded in earnings $0.5 million of unrealized gains relating to the adoption of ASU 2016-01 and market value adjustments on marketable equity securities. These unrealized gains included in earnings are in the other non-interest income line item in the consolidated statement of income. For the three months ended March 31, 2017, there were no gains or losses included in earnings attributable to the change in unrealized gains or losses relating to assets still held as of those dates. The total realized net securities gains included in earnings are in the net securities gains line item in the Consolidated Statements of Income.

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In accordance with GAAP, from time to time, we measure certain assets at fair value on a non-recurring basis. These adjustments to fair value usually result from the application of the lower of cost or fair value accounting or write-downs of individual assets. Valuation methodologies used to measure these fair value adjustments were described in Note 24 "Fair Value Measurements" in our ~~2017~~2018 Annual Report on Form ~~10-K.~~10-K. For assets measured at fair value on a non-recurring basis still held at the ~~balance sheet~~Balance Sheet date, the following table provides the hierarchy level and the fair value of the related assets or portfolios:

TABLE 17.3



(in millions)	Level 1		Level 2		Level 3		Total
March 31, 2019
Impaired loans	$	—	$	—	$	8	$	8
Other real estate owned	—		—		1		1
Other assets - SBA servicing asset	—		—		4		4
Other assets - MSR	—		—		23		23
December 31, 2018
Impaired loans	$	—	$	—	$	15	$	15
Other real estate owned	—		—		5		5
Other assets - SBA servicing asset	—		—		4		4

(in thousands) Level 1 Level 2 Level 3 Total
March 31, 2018
Impaired loans $ —
$ 2,032
$ 1,475
$ 3,507
Other real estate owned —
—
1,621
1,621
Other assets - SBA servicing asset —
—
5,062
5,062
December 31, 2017
Impaired loans $ —
$ 2,813
$ 1,297
$ 4,110
Other real estate owned —
10,513
10,823
21,336
Loans held for sale - SBA —
—
36,432
36,432
Other assets - SBA servicing asset —
—
5,058
5,058

Substantially all of the fair value amounts in the table above were estimated at a date during the three months or twelve months ended March 31, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively. Consequently, the fair value information presented is not necessarily as of the period’s end. MSRs measured at fair value on a non-recurring basis with a carrying amount of $24.6 million had a valuation allowance of $1.3 million included in earnings, bringing the March 31, 2019 carrying value to $23.2 million.

Impaired loans measured or re-measured at fair value on a non-recurring basis during the three months ended March 31, ~~2018~~2019 had a carrying amount of ~~$3.5~~$7.5 million, which includes an allocated allowance for credit losses of ~~$3.2~~$5.8 million. The allowance for credit losses includes a provision applicable to the current period fair value measurements of ~~$2.7~~$3.2 million, which was included in the provision for credit losses for the three months ended March 31, ~~2018.~~2019.

OREO with a carrying amount of ~~$2.0~~$1.3 million was written down to ~~$1.6~~$1.1 million, resulting in a loss of ~~$0.4~~$0.2 million, which was included in earnings for the three months ended March 31, ~~2018.~~2019.

Fair Value of Financial Instruments

~~The following methods and assumptions were used~~Refer to ~~estimate the fair value of each financial instrument:~~

~~Cash and Cash Equivalents, Accrued Interest Receivable and Accrued Interest Payable.~~ ~~For these short-term instruments, the carrying amount is a reasonable estimate of fair value.~~

~~Securities.~~ For both securities AFS and securities HTM, fair value equals the quoted market price from an active market, if available, and is classified within Level 1. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities or pricing models, and is classified as Level 2. Where there is limited market activity or significant valuation inputs are unobservable, securities are classified within Level 3. Under current market conditions, assumptions used to determine the fair value of Level 3 securities have greater subjectivity due to the lack of observable market transactions.

~~Loans and Leases.~~ The fair value of fixed rate loans and leases is estimated by discounting the future cash flows using the current rates at which similar loans and leases would be made to borrowers with similar credit ratings and for the same remaining maturities less an illiquidity discount, as the fair value measurement represents an exit price from a market participants' viewpoint. The fair value of variable and adjustable rate loans and leases approximates the carrying amount. Due to the significant judgment involved in evaluating credit quality, loans and leases are classified within Level 3 of the fair value hierarchy.

~~Loan Servicing Rights~~. For both MSRs and SBA servicing rights, both classified as Level 3 assets, fair value is determined using a discounted cash flow valuation method. These models use significant unobservable inputs including discount rates, prepayment rates and cost to service which have greater subjectivity due to the lack of observable market transactions.

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~~Derivative Assets and Liabilities.~~ ~~See~~ Note 24 "Fair Value Measurements" to the Consolidated Financial Statements of ~~the~~our 2018 Annual Report on Form 10-K ~~for the year ended December 31, 2017~~ filed with the SEC on February ~~28, 2018~~26, 2019 for a description of ~~valuation methodologies for derivative assets~~methods and ~~liabilities measured at fair value.~~

~~Deposits.~~ ~~The estimated fair value of demand deposits, savings accounts and certain money market deposits is the amount payable on demand at the reporting date because of the customers’ ability~~assumptions that were used to ~~withdraw funds immediately. The fair value of fixed-maturity deposits is estimated by discounting future cash flows using rates currently offered for deposits of similar remaining maturities.~~

~~Short-Term Borrowings.~~ The carrying amounts for short-term borrowings approximate fair value for amounts that mature in 90 days or less. The fair value of subordinated notes is estimated by discounting future cash flows using rates currently offered.

~~Long-Term Borrowings.~~ The fair value of long-term borrowings is estimated by discounting future cash flows based on the market prices for the same or similar issues or on the current rates offered to us for debt of the same remaining maturities.

~~Loan Commitments and Standby Letters of Credit.~~ ~~Estimates of~~estimate the fair value of these off-balance sheet items were not made because of the short-term nature of these arrangements and the credit standing of the counterparties. Also, unfunded loan commitments relate principally to variable rate commercial loans, typically are non-binding, and fees are not normally assessed on these balances.

~~Nature of Estimates~~. Many of the estimates presented herein are based upon the use of highly subjective information and assumptions and, accordingly, the results may not be precise. Management believes that fair value estimates may not be comparable to othereach financial institutions due to the wide range of permitted valuation techniques and numerous estimates which must be made. Further, because the disclosed fair value amounts were estimated as of the balance sheet date, the amounts actually realized or paid upon maturity or settlement of the various financial instruments could be significantly different.instrument.

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The fair values of our financial instruments are as follows:

TABLE 17.4



					Fair Value Measurements
(in millions)	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
March 31, 2019
Financial Assets
Cash and cash equivalents	$	497	$	497	$	497	$	—	$	—
Debt securities available for sale	3,403		3,403		—		3,403		—
Debt securities held to maturity	3,171		3,139		—		3,139		—
Net loans and leases, including loans held for sale	22,471		22,313		—		25		22,288
Loan servicing rights	40		44		—		—		44
Marketable equity securities	—		—		—		—		—
Derivative assets	75		75		—		73		2
Accrued interest receivable	111		111		111		—		—
Financial Liabilities
Deposits	23,882		23,859		18,390		5,469		—
Short-term borrowings	4,111		4,112		4,112		—		—
Long-term borrowings	673		670		—		—		670
Derivative liabilities	30		30		—		30		—
Accrued interest payable	23		23		23		—		—
December 31, 2018
Financial Assets
Cash and cash equivalents	$	488	$	488	$	488	$	—	$	—
Debt securities available for sale	3,341		3,341		—		3,341		—
Debt securities held to maturity	3,254		3,155		—		3,155		—
Net loans and leases, including loans held for sale	21,995		21,742		—		14		21,728
Loan servicing rights	41		45		—		—		45
Marketable equity securities	—		—		—		—		—
Derivative assets	43		43		—		42		1
Accrued interest receivable	101		101		101		—		—
Financial Liabilities
Deposits	23,455		23,411		18,142		5,269		—
Short-term borrowings	4,129		4,130		4,130		—		—
Long-term borrowings	627		618		—		—		618
Derivative liabilities	39		39		—		39		—
Accrued interest payable	20		20		20		—		—

Fair Value Measurements
(in thousands)
Carrying
Amount

Fair
Value
Level 1 Level 2 Level 3
March 31, 2018
Financial Assets
Cash and cash equivalents $ 386,329
$ 386,329
$ 386,329
$ —
$ —
Debt securities available for sale 2,927,463
2,927,463
—
2,927,463
—
Debt securities held to maturity 3,224,000
3,131,964
—
3,131,964
—
Net loans and leases, including loans held for sale 21,121,132
20,900,639
—
21,610
20,879,029
Loan servicing rights 35,853
41,878
—
—
41,878
Marketable equity securities 1,121
1,121
177
944
—
Derivative assets 20,292
20,292
—
18,912
1,380
Accrued interest receivable 95,082
95,082
95,082
—
—
Financial Liabilities
Deposits 22,497,089
22,441,017
17,755,830
4,685,187
—
Short-term borrowings 3,802,480
3,802,988
3,802,988
—
—
Long-term borrowings 659,890
663,085
—
—
663,085
Derivative liabilities 51,892
51,892
—
51,887
5
Accrued interest payable 12,762
12,762
12,762
—
—
December 31, 2017
Financial Assets
Cash and cash equivalents $ 479,443
$ 479,443
$ 479,443
$ —
$ —
Securities available for sale 2,764,562
2,764,562
161
2,764,401
—
Debt securities held to maturity 3,242,268
3,218,379
—
3,218,379
—
Net loans and leases, including loans held for sale 20,916,277
20,661,196
—
56,458
20,604,738
Loan servicing rights 34,111
37,758
—
—
37,758
Derivative assets 30,547
30,547
—
28,953
1,594
Accrued interest receivable 94,254
94,254
94,254
—
—
Financial Liabilities
Deposits 22,399,725
22,359,182
17,779,246
4,579,936
—
Short-term borrowings 3,678,337
3,678,723
3,678,723
—
—
Long-term borrowings 668,173
675,489
—
—
675,489
Derivative liabilities 29,197
29,197
—
29,192
5
Accrued interest payable 12,480
12,480
12,480
—
—

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Management’s Discussion and Analysis~~MD&A represents an overview of and highlights material changes to our financial condition and results of operations at and for the three-month periods ended March 31, ~~2018~~2019 and ~~2017.~~2018. This ~~Discussion and Analysis~~MD&A should be read in conjunction with the Consolidated Financial Statements and ~~notes~~Notes thereto contained herein and our ~~2017~~2018 Annual Report on Form 10-K filed with the SEC on February ~~28, 2018.~~26, 2019. Our results of operations for the three months ended March 31, ~~2018~~2019 are not necessarily indicative of results expected for the full year.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

A number of statements in this Report may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including our expectations relative to business and financial metrics, our outlook regarding revenues, expenses, earnings. liquidity, efficiency ratio, capital measures, asset quality, ~~and~~ statements regarding the impact of technology enhancements and customer and business process ~~improvements.~~improvements and future business and economic conditions and other future matters.

Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements may be identified by the fact that they do not relate strictly to historical or current facts and are based on current expectations and assumptions that are subject to risk, uncertainties and unforeseen events which may cause actual results to differ materially from future results expressed, projected or implied by these forward-looking statements. All forward-looking statements speak only as of the date they are made and are based on information available at that time. We assume no obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events, except as required by federal securities laws. Further, it is not possible to assess the effect of all risk factors on our business to the extent to which any one risk factor or compilation thereof may cause actual results to differ materially from those contained in any forward-looking statements. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

Such forward-looking statements may be expressed in a variety of ways, including the use of future and present tense language expressing expectations or predictions of future financial or business performance or conditions based on current performance and trends. Forward-looking statements are typically identified by words such as, "believe," "plan," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "will," "should," "project," "goal," and other similar words and expressions. These forward-looking statements involve certain risks and uncertainties. In addition to factors previously disclosed in our reports filed with the SEC, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:

changes in asset quality and credit ~~risk;~~ risk and the possibility of future credit losses may be higher than currently expected due to changes in economic assumptions, customer behavior, adverse developments with respect to U.S. or global economic conditions and other uncertainties;

the inability to sustain revenue and earnings growth;

changes in interest rates, deposit costs and capital markets; ~~inflation;~~

changes or errors in the methodologies, models, assumptions and estimates we use to prepare our financial statements, make business decisions and manage risks;

FNB's ability to achieve its expense targets and its expectations regarding net interest income, net charge-offs, loan and deposit growth and other projections;

inability to effectively grow and expand our customer bases;

our ability to execute on key priorities, including business retention, expansion plans, strategic plans and attracting, developing and retaining key executives;

potential difficulties encountered in ~~expanding into a~~operating in new and remote geographic ~~market;~~ markets;

customer borrowing, repayment, investment and deposit practices;

customer disintermediation;

the introduction, withdrawal, success and timing of business and technology initiatives;

economic conditions in the various regions in which we operate;

competitive ~~conditions; the inability to realize cost savings or revenues or to implement integration plans~~conditions, including increased competition through internet, mobile banking, fintech, and other ~~consequences associated with acquisitions and divestitures;~~non-traditional competitors;

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the inability to originate and re-sell mortgage loans in accordance with business plans;

our inability to effectively manage our economic ~~conditions;~~ exposure and GAAP earnings exposure to interest rate volatility, including availability of appropriate derivative financial investments needed for interest rate risk management purposes;

impact of U.S. inflation rates and trade policy;

impact of U.S. interest rate environment on FNB's business, financial condition, and results of operations;

interruption in or breach of security of our information systems;

the failure of third parties and vendors to comply with their obligations to us, including related to care, control, and protection of such information;

the evolution of various types of fraud or other criminal behavior to which we are exposed;

integrity and functioning of products, information systems and services provided by third party external vendors;

changes in tax rules and regulations or interpretations including, but not limited to, the recently enacted Tax Cuts and Jobs ~~Act;~~Act or tariffs implemented by the U.S. President;

changes in or anticipated impact of, accounting policies, standards and interpretations;

ability to maintain adequate liquidity ~~risk;~~ to fund our operations;

changes in asset valuations;

the initiation of significant legal or regulatory proceedings against us and the outcome of any significant legal or regulatory proceeding including, but not limited to, actions by federal or state authorities and class action cases, new decisions that result in changes to previously settled law or regulation, and any unexpected court or regulatory rulings;

the impact, extent and timing of technological changes, capital management activities, and other actions of the OCC, the FRB, the ~~Consumer Financial Protection Bureau,~~CFPB, the FDIC and legislative and regulatory actions and ~~reforms.~~reforms; and

risks related to the discontinuation of LIBOR.

The risks identified here are not exclusive. Actual results may differ materially from those expressed or implied as a result of these risks and uncertainties, including, but not limited to, the risk factors and other uncertainties described inunder Item 1A. Risk Factors of our2018 Annual Report on Form 10-K ~~for the year ended December 31, 2017,~~ (including MD&A section), our subsequent ~~2018~~2019 Quarterly Reports on Form 10-Q's (including the risk factors and risk management discussions) and our other subsequent filings with the SEC, which are available on our corporate website at https://www.fnb-online.com/about-us/investor-relations-shareholder-services. We have included our web address as an inactive textual reference only. Information on our website is not part of this Report.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

A description of our critical accounting policies is included in the ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~MD&A section of our ~~2017~~2018 Annual Report on Form 10-K filed with the SEC on February ~~28, 2018~~26, 2019 under the heading “Application of Critical Accounting ~~Policies.”~~Policies”. There have been no significant changes in critical accounting policies or the assumptions and judgments utilized in applying these policies since December 31, ~~2017.~~2018.

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USE OF NON-GAAP FINANCIAL MEASURES AND KEY PERFORMANCE INDICATORS

To supplement our Consolidated Financial Statements presented in accordance with GAAP, we use certain non-GAAP financial measures, such as operating net income available to common stockholders, operating earnings per diluted common share, return on average tangible common equity, return on average tangible assets, tangible book value per common share, the ratio of tangible equity to tangible assets, the ratio of tangible common equity to tangible assets, efficiency ratio and net interest margin (FTE) to provide information useful to investors in understanding our operating performance and trends, and to facilitate comparisons with the performance of our peers. Management uses these measures internally to assess and better understand our underlying business performance and trends related to core business activities. The non-GAAP financial measures and key performance indicators we use may differ from the non-GAAP financial measures and key performance indicators other financial institutions use to assess their performance and trends.

These non-GAAP financial measures should be viewed as supplemental in nature, and not as a substitute for or superior to, our reported results prepared in accordance with GAAP. When non-GAAP financial measures are disclosed, the SEC's Regulation G requires: (i) the presentation of the most directly comparable financial measure calculated and presented in accordance with GAAP and (ii) a reconciliation of the differences between the non-GAAP financial measure presented and the most directly comparable financial measure calculated and presented in accordance with GAAP. Reconciliations of non-GAAP operating

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measures to the most directly comparable GAAP financial measures are included later in this report under the heading ~~“Reconciliation~~“Reconciliations of Non-GAAP Financial Measures and Key Performance Indicators to ~~GAAP.”~~GAAP”.

Management believes ~~merger expenses~~charges such as branch consolidation costs are not organic costs to run our operations and facilities. ~~These~~The branch consolidation charges principally represent expenses to satisfy contractual obligations of the ~~acquired entity~~closed branches without any useful ongoing benefit to ~~us to convert and consolidate the entity’s records, systems and data onto our platforms and professional fees related to the transaction.~~us. These costs are specific to each individual transaction, and may vary significantly based on the size and complexity of the transaction.

Management also considers the remeasurement of the deferred tax assets and liabilities due to the reduction in the corporate tax rate to be a significant item impacting earnings. This tax item is specific to the TCJA that was signed into law in December 2017 which included a reduction of the U.S. corporate income tax rate from 35% to 21%, effective January 1, 2018. We recognized the income tax effects of the net deferred tax asset revaluation in our 2017 financial statements. We believe adjusting for this tax change gives supplemental comparative data from the prior years’ presentation.

~~For the calculation~~To provide more meaningful comparisons of net interest margin and efficiency ratio, we use net interest income ~~amounts are reflected~~ on a taxable-equivalent basis in calculating net interest margin by increasing the interest income earned on tax-exempt assets (loans and investments) to make it fully equivalent to interest income earned on taxable ~~equivalent basis which adjusts~~investments (this adjustment is not permitted under GAAP). Taxable-equivalent amounts for the ~~tax benefit of income on certain tax-exempt loans~~2019 and ~~investments~~2018 periods were calculated using ~~the~~a federal statutory income tax rate of 21% in 2018 and 35% in 2017. We use these non-GAAP measures to provide an economic view believed to be the preferred industry measurement for these items and to provide relevant comparison between taxable and non-taxable amounts..

FINANCIAL SUMMARY

Net income available to common stockholders for the first quarter of 2019 was $92.1 million or $0.28 per diluted common share, compared to net income available to common stockholders for the first quarter of 2018 ~~was~~of $84.8 million or $0.26 per diluted common share. ~~Revenue (net interest income plus non-interest income)~~On an operating basis, first quarter of ~~$293.6~~2019 earnings per diluted common share (non-GAAP) was $0.29, excluding $1.6 million ~~for~~in branch consolidation costs. Operating earnings per diluted common share (non-GAAP) equaled reported results in the first quarter of ~~2018 reflects continued loan and deposit growth and growth in non-interest income.~~

~~FNB made progress towards our long-term strategic goals with strong performances in several key areas during the first quarter of~~ 2018. Our operating net income available to common stockholders and earnings per common share increased 56% and 13%, respectively, compared to the prior year, led by solid growth in loans and in our fee-based businesses. We are well-positioned across our footprint to build on those trends and continue to improve our key operating metrics, as we maintain our focus on delivering earnings per share growth and improved profitability.

Income Statement Highlights (First quarter of ~~2018~~2019 compared to first quarter of ~~2017)~~2018, except as noted)

Net income ~~available to common stockholders~~ was ~~$84.8~~$94.1 million, compared to ~~$21.0~~$86.8 million.

~~Operating net income available to common stockholders (non-GAAP) was $84.8 million, compared to $54.4 million.~~

Earnings per diluted common share ~~was $0.26,~~were $0.28, compared to ~~$0.09.~~$0.26.

Operating earnings per diluted common share (non-GAAP) ~~was $0.26,~~were $0.29, compared to ~~$0.23.~~$0.26.

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Total revenue increased 0.8% to $296.0 million, reflecting a 2.0% increase in net interest income, partially offset by a 3.1% decrease in non-interest income.

~~Non-interest~~Net interest income was ~~$67.5~~$230.6 million, compared to ~~$55.1 million, due to the benefit of new markets and the further expansion of business lines, including wealth management, capital markets, mortgage banking and insurance.~~$226.1 million.

Net interest margin (FTE) (non-GAAP) ~~was~~declined 13 basis points to 3.26% from 3.39%~~, compared to 3.35%.~~

~~Non-interest expense was $171.1 million compared to $187.6 million. Non-interest expense, excluding merger-related costs, was $171.1 million, compared to $134.8 million.~~

~~Income tax expense increased $14.8 million, or 228.0%~~, primarily due to ~~higher 2018~~the sale of Regency in the third quarter of 2018. Regency contributed 12 basis points to net ~~income partially offset by the lower tax rate in 2018. Income tax expense~~interest margin in the first quarter of ~~2017~~2018. The decline also reflected higher funding costs caused by four increases in benchmark interest rates during 2018 and increased deposit price competition, partially offset by a 4 basis point increase in the contribution from incremental purchase accounting accretion.

Non-interest income decreased $2.1 million, or 3.1%, including a $1.2 million loss on fixed assets related to branch consolidations. Capital markets income grew 15.8%, reflecting strong interest rate swap and international banking activity, while trust income grew 5.2%. Dividends on non-marketable equity securities increased $1.0 million to $5.0 million due to an increase in the FHLB dividend rate, while mortgage banking operations income declined primarily due to a $1.3 million interest rate-related valuation adjustment on mortgage servicing rights.

Non-interest expense was ~~impacted by merger-related expenses.~~$165.7 million, compared to $171.1 million.

Non-interest expense decreased $4.0 million, or 2.3%, compared to the fourth quarter of 2018.

The efficiency ratio (non-GAAP) ~~improved to 55.8%~~equaled 53.4%, compared to ~~57.2%~~55.8%.

The annualized net charge-offs to total average loans ratio ~~was unchanged at~~decreased to 0.14%, compared to 0.20%.

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Balance Sheet Highlights (period-end balances, March 31, ~~2018~~2019 compared to December 31, ~~2017,~~2018, unless otherwise indicated)

Total assets were ~~$31.7~~$33.7 billion, compared to ~~$31.4 billion.~~$33.1 billion, an increase of $593.0 million, or 1.8%.

Growth in total average loans was $1.2 billion, or 5.8%, with average commercial loan growth of $601.5 million, or 4.5%, and average consumer loan growth of $621.4 million, or 8.0%, from the same period last year.

Total ~~stockholders’ equity was $4.4~~average deposits grew $1.2 billion, ~~for both periods with a slight~~or 5.6%, including an increase in average non-interest-bearing deposits of ~~less than 1% since December 31, 2017.~~$285.1 million, or 5.1%, an increase in interest-bearing demand deposits of $263.0 million, or 2.8%, and an increase in average time deposits of $710.6 million, or 15.3%, from the same period last year.

~~Loans grew 5.4% from March 31, 2017 to March 31, 2018 through continued organic growth.~~

~~Deposits grew 5.5% from March 31, 2017 to March 31, 2018 through continued organic growth.~~We issued $120 million of 4.950% fixed-to-floating rate subordinated notes due 2029.

The ratio of loans to deposits was ~~94.5%~~94.7%, compared to ~~93.7%~~94.4%.

~~Asset quality~~Total stockholders’ equity was ~~satisfactory with a delinquency~~$4.7 billion, compared to $4.6 billion, an increase of $71.7 million, or 1.6%, since December 31, 2018, primarily driven by an increase in earnings and an improvement in AOCI. Additionally, the dividend payout ratio for the first quarter of 2019 was 42.6% compared to 40.0%%.

The ratio of ~~0.79% on~~ the ~~originated portfolio,~~allowance for loan losses to total loans and leases was 0.82%, compared to ~~0.88%~~0.81%.

Return on average tangible common equity ratio (non-GAAP) of 17.38%, compared to 18.94%.


•	Tangible book value per share (non-GAAP) of $6.91, a 13% increase from the prior-year quarter.


•	Tangible common equity to tangible assets of 7.15%, a 37 basis point increase from the prior-year quarter.

RESULTS OF OPERATIONS

Three Months Ended March 31, ~~2018~~2019 Compared to the Three Months Ended March 31, ~~2017~~2018

Net income available to common stockholders for the three months ended March 31, ~~2018~~2019 was $92.1 million or $0.28 per diluted common share, compared to $84.8 million or $0.26 per diluted common share ~~compared to net income available to common stockholders~~ for the three months ended March 31, ~~2017 of $21.0 million or $0.09 per diluted common share.~~2018. The first three months of ~~2017~~2019 included ~~merger-related~~the impact of branch consolidation costs of $1.6 million. Of those costs, $0.5 million was included in non-interest expense ~~of $52.7 million. There were no merger-related expenses recorded during the first three months of 2018.~~and $1.2 million was reflected as a loss on fixed assets reducing non-interest income. Operating earnings per diluted common share (non-GAAP) was ~~$0.26~~$0.29 for the first three months of ~~2018~~2019, compared to ~~$0.23~~$0.26 for the three months ended March 31, ~~2017.~~2018. The effective tax rate for the first ~~quarter~~three months of ~~2018~~2019 was ~~19.7%~~19.3%, compared to ~~22.0%~~19.7% in the year-ago quarter. The current quarter was impacted by the TCJA-enacted 21% statutory rate, while the year-ago quarter was impacted by merger-related expenses. Average diluted common shares outstanding increased 86.5 million shares, or 36.2%, to 325.8 million shares for the first three months of ~~2018, primarily as a result of the YDKN acquisition, for which we issued 111.6 million shares.~~2018. The major categories of the ~~income statement~~Consolidated Statements of Income and their respective impact to the increase (decrease) in net income are presented in the following table:

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TABLE 1


	Three Months Ended March 31,				$			%		Three Months Ended March 31,				$			%
(in thousands, except per share data)	2018		2017		Change			Change		2019		2018		Change			Change
Net interest income	$	226,105	$	172,752	$	53,353		30.9	%	$	230,593	$	226,105	$	4,488		2.0	%
Provision for credit losses	14,495		10,850		3,645			33.6		13,629		14,495		(866		)	(6.0	)
Non-interest income	67,503		55,116		12,387			22.5		65,385		67,503		(2,118		)	(3.1	)
Non-interest expense	171,083		187,555		(16,472		)	(8.8	)	165,742		171,083		(5,341		)	(3.1	)
Income taxes	21,268		6,484		14,784			228.0		22,480		21,268		1,212			5.7
Net income	86,762		22,979		63,783			277.6		94,127		86,762		7,365			8.5
Less: Preferred stock dividends	2,010		2,010		—			—		2,010		2,010		—			—
Net income available to common stockholders	$	84,752	$	20,969	$	63,783		304.2	%	$	92,117	$	84,752	$	7,365		8.7	%
Earnings per common share – Basic	$	0.26	$	0.09	$	0.17		188.9	%	$	0.28	$	0.26	$	0.02		7.7	%
Earnings per common share – Diluted	0.26		0.09		0.17			188.9		0.28		0.26		0.02			7.7
Cash dividends per common share	0.12		0.12		—			—		0.12		0.12		—			—

The following table presents selected financial ratios and other relevant data used to analyze our performance:

TABLE 2


	Three Months Ended March 31,						Three Months Ended March 31,
	2018			2017			2019			2018
Return on average equity	7.94		%	3.10		%	8.21		%	7.94		%
Return on average tangible common equity ⁽²⁾	18.01		%	6.14		%	17.38		%	18.01		%
Return on average assets	1.12		%	0.39		%	1.14		%	1.12		%
Return on average tangible assets ⁽²⁾	1.25		%	0.45		%	1.26		%	1.25		%
Book value per common share ⁽¹⁾	$	13.37		$	13.16		$	14.09		$	13.37
Tangible book value per common share ^{(1) (2)}	$	6.14		$	5.86		$	6.91		$	6.14
Equity to assets ⁽¹⁾	14.01		%	14.43		%	13.89		%	14.01		%
Average equity to average assets							13.93		%	14.07		%
Common equity to assets ⁽¹⁾							13.57		%	13.67		%
Tangible equity to tangible assets ^{(1) (2)}	7.14		%	7.18		%	7.49		%	7.14		%
Common equity to assets ⁽¹⁾	13.67		%	14.07		%
Tangible common equity to tangible assets ^{(1) (2)}	6.78		%	6.80		%	7.15		%	6.78		%
Dividend payout ratio	46.10		%	121.83		%	42.57		%	46.10		%
Average equity to average assets	14.07		%	12.50		%

⁽¹⁾ Period-end

(2) Non-GAAP

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The following table provides information regarding the average balances and yields earned on interest-earning assets (non-GAAP) and the average balances and rates paid on interest-bearing liabilities:

TABLE 3


	Three Months Ended March 31,																Three Months Ended March 31,
	2018								2017								2019								2018
(dollars in thousands)	Average Balance			Interest Income/ Expense			Yield/ Rate		Average Balance			Interest Income/ Expense			Yield/ Rate		Average Balance			Interest Income/ Expense			Yield/ Rate		Average Balance			Interest Income/ Expense			Yield/ Rate
Assets
Interest-earning assets:
Interest-bearing deposits with banks	$	103,904		$	360		1.40	%	$	85,663		$	180		0.85	%	$	54,167		$	462		3.46	%	$	103,904		$	360		1.40	%
Federal funds sold	—			—			—		4,579			8			0.72
Taxable investment securities ⁽¹⁾	5,046,294			26,879			2.13		4,479,439			22,479			2.01		5,444,523			32,850			2.41		5,046,294			26,879			2.13
Tax-exempt investment securities ⁽¹⁾⁽²⁾	951,021			8,278			3.48		500,206			5,190			4.15		1,108,698			9,918			3.58		951,021			8,278			3.48
Loans held for sale	65,897			911			5.56		12,358			163			5.61		32,954			508			6.21		65,897			911			5.56
Loans and leases ^{(2) (3)}	21,155,619			239,602			4.58		16,190,470			170,195			4.26		22,379,504			270,151			4.89		21,155,619			239,602			4.58
Total interest-earning assets ⁽²⁾	27,322,735			276,030			4.08		21,272,715			198,215			3.77		29,019,846			313,889			4.37		27,322,735			276,030			4.08
Cash and due from banks	358,717								294,739								377,648								358,717
Allowance for credit losses	(180,478		)						(161,371		)						(183,482		)						(180,478		)
Premises and equipment	336,816								273,908								332,055								336,816
Other assets	3,656,716								2,382,108								3,844,135								3,656,716
Total assets	$	31,494,506							$	24,062,099							$	33,390,202							$	31,494,506
Liabilities
Interest-bearing liabilities:
Deposits:
Interest-bearing demand	$	9,388,774		11,454			0.49		$	7,416,346		4,831			0.26		$	9,651,737		23,564			0.99		$	9,388,774		11,454			0.49
Savings	2,536,439			1,031			0.17		2,412,798			521			0.09		2,510,148			2,070			0.33		2,536,439			1,031			0.17
Certificates and other time	4,637,032			13,984			1.20		2,889,129			6,388			0.90		5,347,638			24,743			1.88		4,637,032			13,984			1.20
Short-term borrowings	3,985,254			15,207			1.54		3,202,033			6,674			0.84		4,311,840			25,810			2.41		3,985,254			15,207			1.54
Long-term borrowings	660,970			5,146			3.16		534,762			3,527			2.68		661,661			3,530			2.16		660,970			5,146			3.16
Total interest-bearing liabilities	21,208,469			46,822			0.89		16,455,068			21,941			0.54		22,483,024			79,717			1.44		21,208,469			46,822			0.89
Non-interest-bearing demand	5,607,640								4,414,354								5,892,774								5,607,640
Other liabilities	248,128								184,824								362,161								248,128
Total liabilities	27,064,237								21,054,246								28,737,959								27,064,237
Stockholders’ equity	4,430,269								3,007,853								4,652,243								4,430,269
Total liabilities and stockholders’ equity	$	31,494,506							$	24,062,099							$	33,390,202							$	31,494,506
Excess of interest-earning assets over interest-bearing liabilities	$	6,114,266							$	4,817,647							$	6,536,822							$	6,114,266
Net interest income (FTE) ⁽²⁾				229,208								176,274								234,172								229,208
Tax-equivalent adjustment				(3,103		)						(3,522		)						(3,579		)						(3,103		)
Net interest income				$	226,105							$	172,752							$	230,593							$	226,105
Net interest spread							3.19	%							3.23	%							2.93	%							3.19	%
Net interest margin ⁽²⁾							3.39	%							3.35	%							3.26	%							3.39	%


(1)	The average balances and yields earned on securities are based on historical cost.

(2)

The interest income amounts are reflected on an FTE basis (non-GAAP), which adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 21% ~~in 2018 and 35% in 2017.~~. The yield on earning assets and the net interest margin are presented on an FTE basis. We believe this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.


(3)	Average balances include non-accrual loans. Loans and leases consist of average total loans less average unearned income.

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Net Interest Income

For the three months ended March 31, 2018, net interest income, which comprised 77.0% of revenue compared to 75.8% for the same period in 2017, was affected by the general level of interest rates, changes in interest rates, the timing of repricing of assets and liabilities, the shape of the yield curve, the level of non-accrual loans and changes in the amount and mix of interest-earning assets and interest-bearing liabilities.

Net interest income on an FTE basis (non-GAAP) increased ~~$52.9~~$5.0 million, or ~~30.0%~~2.2%, from ~~$176.3 million for the first three months of 2017 to~~ $229.2 million for the first three months of ~~2018.~~2018 to $234.2 million for the first three months of 2019. Average interest-earning assets of ~~$27.3~~$29.0 billion increased ~~$6.1~~$1.7 billion or ~~28.4%~~6.2% and average interest-bearing liabilities of ~~$21.2~~$22.5 billion increased ~~$4.8~~$1.3 billion or ~~28.9%~~6.0% from the first ~~quarter~~three months of ~~2017~~2018 due to ~~the Yadkin acquisition and~~ organic growth in loans and deposits. Our net interest margin FTE (non-GAAP) ~~was 3.39%~~declined 13 basis points to 3.26% for the first three months of ~~2018,~~2019, compared to ~~3.35%~~3.39% for the same period of ~~2017,~~2018, primarily due to the sale of Regency in the third quarter of 2018. Regency contributed 12 basis points to the net interest margin in the first three months of 2018. The decline also reflected higher funding costs caused by four increases in benchmark interest rates during 2018 and increased deposit price competition, partially offset by a ~~higher interest rate environment, as well as higher~~4 basis point increase in the contribution from incremental purchase accounting accretion. ~~The tax-equivalent adjustments (non-GAAP)~~Incremental purchase accounting accretion refers to ~~net~~the difference between total accretion and the estimated coupon interest income ~~from amounts reported~~ on ~~our financial statements are shown~~loans acquired in a business combination. The Federal Open Market Committee has increased the ~~preceding table.~~target Fed Funds rate by 100 basis points between March 2018 and March 2019.

The following table provides certain information regarding changes in net interest income on an FTE basis (non-GAAP) attributable to changes in the average volumes and yields earned on interest-earning assets and the average volume and rates paid for interest-bearing liabilities for the three months ended March 31, ~~2018,~~2019, compared to the three months ended March 31, ~~2017:~~2018:

TABLE 4


(in thousands)	Volume			Rate			Net			Volume			Rate			Net
Interest Income(1)
Interest-bearing deposits with banks	$	44		$	136		$	180		$	(172	)	$	274		$	102
Federal funds sold	(4		)	(4		)	(8		)
Securities ⁽²⁾	7,001			487			7,488			4,431			3,180			7,611
Loans held for sale	736			9			745			(461		)	58			(403		)
Loans and leases ⁽²⁾	55,292			14,118			69,410			12,137			18,412			30,549
Total interest income ⁽²⁾	63,069			14,746			77,815			15,935			21,924			37,859
Interest Expense
Interest Expense ⁽¹⁾
Deposits:
Interest-bearing demand	1,761			4,862			6,623			656			11,454			12,110
Savings	17			493			510			195			844			1,039
Certificates and other time	4,735			2,861			7,596			2,405			8,354			10,759
Short-term borrowings	2,114			6,419			8,533			1,706			8,897			10,603
Long-term borrowings	988			631			1,619			5			(1,621		)	(1,616		)
Total interest expense	9,615			15,266			24,881			4,967			27,928			32,895
Net change ⁽²⁾	$	53,454		$	(520	)	$	52,934		$	10,968		$	(6,004	)	$	4,964


(1)	The amount of change not solely due to rate or volume changes was allocated between the change due to rate and the change due to volume based on the net size of the rate and volume changes.


(2)	Interest income amounts are reflected on an FTE basis (non-GAAP) which adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 21% ~~in 2018 and 35% in 2017.~~. We believe this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.

Interest income on an FTE basis (non-GAAP) of ~~$276.0~~$313.9 million for the first three months of ~~2018,~~2019, increased ~~$77.8~~$37.9 million or ~~39.3%~~13.7% from the same quarter of ~~2017, primarily~~2018, due to increased interest-earning ~~assets.~~assets, combined with higher rates resulting from the increase in the target Fed Funds rate, as discussed above. During the first three months of ~~2018 and 2017,~~2019, we recognized ~~$5.9~~$8.4 million ~~and $3.4 million, respectively, in~~of incremental purchase accounting accretion and $1.0 million of cash recoveries, ~~on acquired loans;~~compared to $4.8 million and $1.1 million, respectively, in the ~~2018 increase included $1.8 million~~first three months of ~~higher incremental purchase accounting accretion and $0.7 million of higher cash recoveries.~~2018. The increase in interest-earning assets was primarily driven by a ~~$5.0~~$1.2 billion or ~~30.7%~~5.8% increase in average loans and leases ~~which reflects~~due to solid growth in our commercial and consumer portfolios. Average total commercial loan growth totaled $602 million, or 4.5%, including 13.2% growth in commercial and industrial loans and commercial leases. Commercial loan growth was led by strong activity in the ~~benefit~~Cleveland and Mid-Atlantic (Greater Baltimore-Washington D.C. markets) regions and continued growth in the equipment finance and asset-based lending businesses. Average consumer loan growth was $622 million, or 8.0%, as growth in indirect auto loans of ~~our expanded banking footprint resulting from~~$468 million, or 31.7%, and residential

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mortgage loans of $446 million, or 16.4%, was partially offset by declines in direct installment loans and consumer lines of credit. Excluding Regency balances in the ~~YDKN acquisition and successful sales management, and includes $1.1 billion or 5.5%~~first quarter of ~~organic growth.~~2018, average loans grew 6.6%. Additionally, average securities increased ~~$1.0 billion~~$555.9 million or ~~20.4%~~9.3%, primarily as a result of increases in collateralized mortgage obligations of $733.9 million, states of the ~~securities portfolio acquired from YDKN~~U.S. and ~~the subsequent repositioning~~political subdivisions of ~~that portfolio.~~$158.6 million and U.S. government agencies of $157.6 million, partially offset by a decrease of $437.3 million in mortgage-backed securities. The yield on average interest-earning assets (non-GAAP) increased 3129 basis points

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from the first three months of ~~2017~~2018 to ~~4.08%~~4.37% for the first three months of ~~2018.~~2019. The 3129 basis ~~points~~point increase in earning asset ~~yield was driven by an increase in~~ yields ~~in both investments~~reflects repricing of variable and ~~loans.~~adjustable loans, higher purchase accounting accretion and higher reinvestment rates on securities.

Interest expense of ~~$46.8~~$79.7 million for the first three months of ~~2018~~2019 increased ~~$24.9~~$32.9 million, or ~~113.4%~~70.3%, from the same quarter of ~~2017~~2018 due to an increase in rates paid and growth in average interest-bearing liabilities, as interest-bearing deposits and ~~short-term~~ borrowings increased over the same quarter of ~~2017.~~2018. Average interest-bearing deposits increased ~~$3.8 billion~~$947.3 million or ~~30.2%~~5.7%, which reflects the benefit of our expanded banking footprint ~~resulting from the YDKN acquisition, including $2.9 billion added at closing of the YDKN acquisition~~in our southeastern markets and organic growth in transaction deposits. Average short-term borrowings increased ~~$783.2~~$326.6 million or ~~24.5%~~8.2%, primarily as a result of increases of ~~$347.3~~$382.2 million in short-term FHLB borrowings and ~~$449.7 million~~$27.9 in federal funds ~~purchased.~~purchased, partially offset by decreases of $57.8 million in customer repurchase agreements and $25.7 million in short-term subordinated notes. Average long-term borrowings increased ~~$126.2~~$0.7 million, or ~~23.6%~~0.1%, ~~primarily as~~which reflects an increase of $52.6 million in subordinated debt, partially offset by a ~~result~~decrease of ~~increases~~$50.5 million in long-term FHLB borrowings. During the first quarter of ~~$47.5~~2019, we issued $120.0 million ~~$46.8 million and $32.1~~of 4.950% fixed-to-floating rate subordinated notes due in 2029. We used part of the proceeds from this issuance to redeem higher-rate debt, including $10.0 million in junior subordinated debt and $25.0 million in other subordinated ~~debt and long-term FHLB advances, respectively, assumed~~debt. Additionally, in ~~the YDKN transaction. Subsequent to the close of the acquisition,~~April 2019, we ~~remixed the long–term position based on our funding needs.~~redeemed $34.0 million in junior subordinated debt. The rate paid on interest-bearing liabilities increased 3555 basis points to ~~0.89%~~1.44% for the first three months of ~~2018,~~2019, due to the Federal Open Market Committee interest rate increases, higher average short-term borrowings and changes in the funding mix. First quarter 2019 interest expense included $0.9 million of incremental interest expense related to the $120.0 million note issuance and a benefit of $2.5 million for the recognition of the remaining discount on higher coupon acquired debt, which was retired during the quarter. Additionally, non-interest expense of $1.1 million was recorded related to the debt extinguishment.

Provision for Credit Losses

The provision for credit losses is determined based on management’s estimates of the appropriate level of allowance for credit losses needed to absorb probable losses inherent in the loan and lease portfolio, after giving consideration to charge-offs and recoveries for the period. The following table presents information regarding the provision for credit losses and net charge-offs:

TABLE 5


	Three Months Ended March 31,						$			%		Three Months Ended March 31,						$			%
(dollars in thousands)	2018			2017			Change			Change		2019			2018			Change			Change
Provision for credit losses:
Originated	$	14,770		$	11,337		$	3,433		30.3	%	$	9,237		$	14,770		$	(5,533	)	(37.5	)%
Acquired	(275		)	(487		)	212			(43.5	)
Loans acquired in a business combination												4,392			(275		)	4,667			n/m
Total provision for credit losses	$	14,495		$	10,850		$	3,645		33.6	%	$	13,629		$	14,495		$	(866	)	(6.0	)%
Net loan charge-offs:
Originated	$	11,042		$	7,914		$	3,128		39.5	%	$	4,751		$	11,042		$	(6,291	)	(57.0	)%
Acquired	(414		)	213			(627		)	(294.4	)
Loans acquired in a business combination												2,828			(414		)	3,242			n/m
Total net loan charge-offs	$	10,628		$	8,127		$	2,501		30.8	%	$	7,579		$	10,628		$	(3,049	)	(28.7	)%
Net loan charge-offs (annualized) / total average loans and leases	0.20		%	0.20		%						0.14		%	0.20		%
Net originated loan charge-offs (annualized) / total average originated loans and leases	0.29		%	0.25		%						0.10		%	0.29		%

n/m - not meaningful

The provision for credit losses of ~~$14.5~~$13.6 million during the first three months of ~~2018 increased $3.6~~2019 decreased $0.9 million from the same period of ~~2017, primarily due to an increase~~2018, supporting strong loan growth and exceeding net charge-offs of ~~$3.4~~$7.6 million, ~~in the~~or 0.14% annualized of total average loans. The provision for the originated portfolio ~~which was attributable to higher organic loan growth~~decreased $5.5 million, while the provision for loans acquired in a business combination increased $4.7 million during the first ~~quarter~~three months of ~~2018~~2019 compared to the ~~prior~~ year-ago period, ~~as well as additional reserves that were needed~~primarily due to ~~cover higher~~a single commercial credit. Net loan charge-offs ~~during~~of $7.6 million for the ~~current period.~~first three months of 2019 decreased $3.0 million from the year-ago period, primarily due to lower commercial charge-offs and the previous actions taken to reduce credit

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risk, including the sale of Regency. For additional information relating to the allowance and provision for credit losses, refer to the Allowance for Credit Losses section of this ~~Management’s Discussion and Analysis.~~MD&A.

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Non-Interest Income

The breakdown of non-interest income for the three months ended March 31, ~~2018~~2019 and ~~2017~~2018 is presented in the following table:

TABLE 6


	Three Months Ended March 31,				$			%		Three Months Ended March 31,				$			%
(dollars in thousands)	2018		2017		Change			Change		2019		2018		Change			Change
Service charges	$	30,077	$	24,581	$	5,496		22.4	%	$	30,217	$	30,077	$	140		0.5	%
Trust services	6,448		5,747		701			12.2		6,784		6,448		336			5.2
Insurance commissions and fees	5,135		5,141		(6		)	(0.1	)	4,897		5,135		(238		)	(4.6	)
Securities commissions and fees	4,319		3,623		696			19.2		4,345		4,319		26			0.6
Capital markets income	5,214		3,847		1,367			35.5		6,036		5,214		822			15.8
Mortgage banking operations	5,529		3,790		1,739			45.9		3,905		5,529		(1,624		)	(29.4	)
Dividends on non-marketable equity securities										5,023		3,975		1,048			26.4
Bank owned life insurance	3,285		2,153		1,132			52.6		2,841		3,285		(444		)	(13.5	)
Net securities gains	—		2,625		(2,625		)	(100.0	)
Other	7,496		3,609		3,887			107.7		1,337		3,521		(2,184		)	(62.0	)
Total non-interest income	$	67,503	$	55,116	$	12,387		22.5	%	$	65,385	$	67,503	$	(2,118	)	(3.1	)%

Total non-interest income ~~increased $12.4~~decreased $2.1 million, to ~~$67.5~~$65.4 million for the first three months of ~~2018,~~2019, a ~~22.5% increase~~3.1% decrease from the same period of ~~2017.~~2018. Excluding a $1.2 million branch consolidation-related loss on fixed assets, non-interest income decreased $0.9 million, or 1.4%. The variances in significant individual non-interest income items are further explained in the following ~~paragraphs, with most increases relating at least partially to expanded operations from the acquisition~~paragraphs.

Capital markets income of ~~YDKN in March of 2017.~~

~~Service charges on loans and deposits of $30.1~~$6.0 million for the first three months of ~~2018~~2019 increased ~~$5.5~~$0.8 million or ~~22.4%~~15.8% from ~~the same period of 2017. The increase was driven by the expanded customer base due to the YDKN acquisition,~~$5.2 million for 2018, reflecting continued solid contributions from commercial swap activity across our footprint, combined with ~~organic growth in loans~~increased syndication fees and ~~deposit accounts.~~international banking activity.

~~Trust services~~Mortgage banking operations income of ~~$6.4~~$3.9 million for the first three months of ~~2018 increased $0.7~~2019 decreased $1.6 million, or ~~12.2%~~29.4%, from the same period of ~~2017,~~2018, primarily ~~driven by strong organic growth~~due to a $1.3 million interest rate-related valuation adjustment on MSRs and lower activity ~~and improved market conditions. The market value of assets under management increased $715.9 million or 16.9% to $4.9 billion from March 31, 2017 to March 31, 2018.~~

Securities commissions and fees of $4.3 million for the first three months of 2018 increased 19.2% from the same period of 2017. This increase reflects the benefit of expanded operations in North and South Carolina.

Capital markets income of $5.2 million for the first three months of 2018 increased $1.4 million or 35.5% from $3.8 million for 2017, as we earned more in fees through our commercial loans interest rate swap program, reflecting stronger demand from commercial loan customers to swap floating-rate interest payments for fixed-rate interest payments, enabling those customers to better manage their interest rate risk.

~~Mortgage banking operations income of $5.5 million for the first three months of 2018 increased $1.7 million or 45.9% from the same period of 2017.~~levels. During the first three months of ~~2018,~~2019, we sold ~~$265.0~~$194.0 million of residential mortgage loans, a ~~98.5% increase~~26.8% decrease compared to ~~$133.5~~$265.0 million for the same period of ~~2017. However, sold~~2018. Sold loan margins have been lower in both retail and correspondent loans due to competitive ~~pressure.~~pressure and the mix of loans sold.

~~Income~~Dividends on non-marketable equity securities of $5.0 million for 2019 increased $1.0 million, or 26.4%, from ~~BOLI of $3.3~~$4.0 million for 2018, primarily due to an increase in the FHLB dividend rate.

Other non-interest income was $1.3 million and $3.5 million for the first three months of ~~2018 increased $1.1 million or 52.6% from $2.2 million in the same period of 2017, due to a combination of BOLI policies acquired from YDKN~~2019 and ~~investing in two new policies during the third and fourth quarters of 2017.~~

Net securities gains were $2.6 million for the first three months of 2017. These gains related to the sale of certain acquired YDKN securities after the closing of the acquisition. We did not record any securities gains for the first three months of 2018.

~~Other non-interest income was $7.5 million and $3.6 million for the first three months of~~ 2018, ~~and 2017,~~ respectively. During the first three months of ~~2018, dividends~~2019, we recorded $1.2 million in losses on ~~non-marketable equity securities increased by $2.3 million and~~fixed assets related to the branch consolidations. Additionally, SBA loan gain on sale and servicing-related income ~~increased $1.4~~decreased $0.8 million compared to the year-ago ~~quarter.~~period.

Table of Contents

The following table presents non-interest income excluding significant items for the three months ended March 31, 2019 and 2018:

TABLE 7



	Three Months Ended March 31,				$			%
(dollars in thousands)	2019		2018		Change			Change
Total non-interest income, as reported	$	65,385	$	67,503	$	(2,118	)	(3.1	)%
Significant items:
Loss on fixed assets related to branch consolidations	1,176		—		1,176
Total non-interest income, excluding significant items⁽¹⁾	$	66,561	$	67,503	$	(942	)	(1.4	)%

(1) Non-GAAP

Non-Interest Expense

The breakdown of non-interest expense for the three months ended March 31, ~~2018~~2019 and ~~2017~~2018 is presented in the following table:

TABLE 78


	Three Months Ended March 31,				$			%		Three Months Ended March 31,				$			%
(dollars in thousands)	2018		2017		Change			Change		2019		2018		Change			Change
Salaries and employee benefits	$	89,326	$	73,578	$	15,748		21.4	%	$	91,284	$	89,326	$	1,958		2.2	%
Net occupancy	15,568		11,349		4,219			37.2		15,065		15,568		(503		)	(3.2	)
Equipment	14,465		9,630		4,835			50.2		14,825		14,465		360			2.5
Amortization of intangibles	4,218		3,098		1,120			36.2		3,479		4,218		(739		)	(17.5	)
Outside services	14,725		13,043		1,682			12.9		14,745		14,725		20			0.1
FDIC insurance	8,834		5,387		3,447			64.0		5,950		8,834		(2,884		)	(32.6	)
Supplies	1,684		2,196		(512		)	(23.3	)
Bank shares and franchise taxes	3,452		2,980		472			15.8		3,467		3,452		15			0.4
Merger-related	—		52,724		(52,724		)	(100.0	)
Other	18,811		13,570		5,241			38.6		16,927		20,495		(3,568		)	(17.4	)
Total non-interest expense	$	171,083	$	187,555	$	(16,472	)	(8.8	)%	$	165,742	$	171,083	$	(5,341	)	(3.1	)%

Total non-interest expense of ~~$171.1~~$165.7 million for the first three months of ~~2018~~2019 decreased ~~$16.5~~$5.3 million, ~~an 8.8% decrease~~a 3.1% increase from the same period of ~~2017.~~2018. Excluding $0.5 million of branch consolidation costs, non-interest expense decreased $5.8 million, or 3.4%. The variances in the individual non-interest expense items are further explained in the following paragraphs, with most increases relating at least partially to costs associated with expanded operations due to the acquisition of YDKN in March of 2017, offset by merger-related expenses of $52.7 million in the year-ago quarter.paragraphs.

Salaries and employee benefits of ~~$89.3~~$91.3 million for the first three months of ~~2018~~2019 increased ~~$15.7~~$2.0 million or ~~21.4%~~2.2% from the same period of ~~2017,~~2018. The increase was primarily due to ~~employees added in conjunction with the YDKN acquisition, combined with 2017~~normal 2018 merit increases last April and ~~higher benefit costs.~~increasing the minimum wage for our hourly employees in response to tax reform, partially offset by the sale of Regency, which was included in the first three months of 2018.

~~Net occupancy and equipment~~Amortization of intangibles expense of ~~$30.0~~$3.5 million for the first three months of ~~2018 increased $9.1~~2019 decreased $0.7 million, or ~~43.2%~~17.5% from the ~~same period~~first three months of ~~2017, primarily~~2018, due to the ~~YDKN acquisition, and our presence in that new market, and our continued investment in new technology. The increased technology costs include upgrades to meet customer needs via the utilization~~completion of electronic delivery channels, such as online and mobile banking, investment in infrastructure to support our larger company and expenditures deemed necessary by management to maintain proficiency and compliance with expanding regulatory requirements.amortization for a core deposit intangible from a prior acquisition.

~~Amortization~~FDIC insurance of ~~intangibles expense of $4.2~~$6.0 million for the first three months of ~~2018 increased $1.1~~2019 decreased $2.9 million, or ~~36.2%~~32.6%, from the ~~first three months~~same period of ~~2017,~~2018, primarily due to the ~~additional core deposit intangibles added as a result~~elimination of the ~~acquisition~~FDIC's large bank surcharge in the fourth quarter of ~~YDKN.~~2018.

~~Outside services~~Other non-interest expense ~~of $14.7~~was $16.9 million and $20.5 million for the first three months of 2019 and 2018, ~~increased $1.7 million or 12.9% from~~respectively. Decreases in other non-interest expense spanned across various categories such as marketing expense, other tax expense and miscellaneous losses compared to the ~~same~~year-ago period, ~~of 2017, primarily~~partially due to ~~an increase of $0.7 million in legal~~our focus on efficiency and expense control, combined with ~~various other miscellaneous increases. These increases were driven primarily by~~ the ~~YDKN acquisition.~~

~~FDIC insurance~~sale of ~~$8.8 million for~~Regency, which was included in the first three months of ~~2018 increased $3.4 million or 64.0% from the same period~~2018.

Table of ~~2017, primarily due to a higher assessment base resulting from merger and acquisition activity combined with an increased rate due to YDKN's construction loan portfolio.~~Contents

~~Other~~

The following table presents non-interest expense ~~was $18.8 million and $13.6 million~~excluding significant items for the ~~first~~ three months ~~of 2018~~ended March 31, 2019 and 2017, respectively. During the first three months of 2018, business development costs increased by $1.0 million, miscellaneous losses increased by $0.9 million, historic and other tax credit investments expense increased by $0.8 million and marketing expense increased by $0.8 million. These increases were primarily related to the expanded operations in North and South Carolina.2018:

TABLE 9



	Three Months Ended March 31,					$			%
(dollars in thousands)	2019			2018		Change			Change
Total non-interest expense, as reported	$	165,742		$	171,083	$	(5,341	)	(3.1	)%
Significant items:
Branch consolidations - salaries and benefits	(419		)	—		(419		)
Branch consolidations - occupancy and equipment	17			—		17
Branch consolidations - other	(56		)	—		(56		)
Total non-interest expense, excluding significant items⁽¹⁾	$	165,284		$	171,083	$	(5,799	)	(3.4	)%

(1) Non-GAAP

~~Table of Contents~~

Income Taxes

The following table presents information regarding income tax expense and certain tax rates:

TABLE 810


	Three Months Ended March 31,						Three Months Ended March 31,
(dollars in thousands)	2018			2017			2019			2018
Income tax expense	$	21,268		$	6,484		$	22,480		$	21,268
Effective tax rate	19.7		%	22.0		%	19.3		%	19.7		%
Statutory tax rate	21.0		%	35.0		%
Statutory federal tax rate							21.0		%	21.0		%

Both periods’ tax rates are lower than the federal statutory tax rates of 21% ~~in 2018 and 35% in 2017,~~ due to the tax benefits primarily resulting from tax-exempt income on investments and loans, tax credits and income from BOLI. The effective tax rate for the first quarter of 2018 was 19.7%, compared to 22.0% in the year-ago quarter. The current quarter was impacted by the TCJA-enacted 21% federal statutory rate while the year-ago quarter was impacted by merger-related expenses.

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FINANCIAL CONDITION

The following table presents our condensed Consolidated Balance Sheets:

TABLE 911


(dollars in thousands)	March 31, 2018		December 31, 2017		$ Change			% Change
(dollars in millions)										March 31, 2019		December 31, 2018		$ Change			% Change
Assets
Cash and cash equivalents	$	386,329	$	479,443	$	(93,114	)	(19.4	)%	$	497	$	488	$	9		1.8	%
Securities	6,151,463		6,006,830		144,633			2.4		6,574		6,595		(21		)	(0.3	)
Loans held for sale	37,982		92,891		(54,909		)	(59.1	)	37		22		15			68.2
Loans and leases, net	21,083,150		20,823,386		259,764			1.2		22,434		21,973		461			2.1
Goodwill and other intangibles	2,339,139		2,341,263		(2,124		)	(0.1	)	2,330		2,334		(4		)	(0.2	)
Other assets	1,654,290		1,673,822		(19,532		)	(1.2	)	1,823		1,690		133			7.9
Total Assets	$	31,652,353	$	31,417,635	$	234,718		0.7	%	$	33,695	$	33,102	$	593		1.8	%
Liabilities and Stockholders’ Equity
Deposits	$	22,497,089	$	22,399,725	$	97,364		0.4	%	$	23,882	$	23,455	$	427		1.8	%
Borrowings	4,462,370		4,346,510		115,860			2.7		4,784		4,756		28			0.6
Other liabilities	259,441		262,206		(2,765		)	(1.1	)	349		283		66			23.3
Total liabilities	27,218,900		27,008,441		210,459			0.8		29,015		28,494		521			1.8
Stockholders’ equity	4,433,453		4,409,194		24,259			0.6		4,680		4,608		72			1.6
Total Liabilities and Stockholders’ Equity	$	31,652,353	$	31,417,635	$	234,718		0.7	%	$	33,695	$	33,102	$	593		1.8	%

Non-Performing Assets

Non-performing assets increased $4.4 million, from $138.7 million at December 31, 2017 to $143.1 million at March 31, 2018. This reflects increases of $3.0 million in non-accrual loans, $1.0 million in TDRs and $0.4 million in OREO. The increase in non-accrual loans is attributable to the migration of two commercial borrowers in the commercial and industrial portfolio, and a few smaller borrowers in the commercial real estate portfolio. The increase in TDRs is related to the modification of a commercial and industrial credit during the first quarter of 2018. The increase in OREO is the result of residential transfers during the first quarter of 2018 outpacing the properties that were sold during this same period.

~~Table of Contents~~

Following is a summary of total non-performing ~~loans and leases, by class:~~assets:

TABLE 1012


(in thousands)	March 31, 2018		December 31, 2017		$ Change			% Change
(in millions)										March 31, 2019		December 31, 2018		$ Change			% Change
Commercial real estate	$	33,697	$	31,399	$	2,298		7.3	%	$	27	$	23	$	4		17.4	%
Commercial and industrial	25,587		22,740		2,847			12.5		31		37		(6		)	(16.2	)
Commercial leases	1,399		1,574		(175		)	(11.1	)	2		2		—			—
Other	1,000		1,000		—			—		1		1		—			—
Total commercial loans and leases	61,683		56,713		4,970			8.8		61		63		(2		)	(3.2	)
Direct installment	15,722		16,725		(1,003		)	(6.0	)	14		14		—			—
Residential mortgages	16,135		16,409		(274		)	(1.7	)	15		14		1			7.1
Indirect installment	2,424		2,435		(11		)	(0.5	)	2		2		—			—
Consumer lines of credit	6,172		5,834		338			5.8		6		7		(1		)	(14.3	)
Total consumer loans	40,453		41,403		(950		)	(2.3	)	37		37		—			—
Total non-performing loans and leases	$	102,136	$	98,116	$	4,020		4.1	%	98		100		(2		)	(2.0	)
Other real estate owned										34		35		(1		)	(2.9	)
Total non-performing assets										$	132	$	135	$	(3	)	(2.2	)%

Non-performing assets decreased $2.6 million, from $134.7 million at December 31, 2018 to $132.1 million at March 31, 2019. This reflects decreases of $1.2 million in OREO, $1.1 million in non-accrual loans and $0.3 million in TDRs.

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Following is a summary of performing, non-performing and non-accrual TDRs, by class:

TABLE 1113


(in thousands)	Performing		Non- Performing		Non- Accrual		Total
(in millions)									Performing		Non- Performing		Non- Accrual		Total
Originated
March 31, 2018
March 31, 2019
Commercial real estate	$	86	$	—	$	3,929	$	4,015	$	—	$	—	$	2	$	2
Commercial and industrial	2,750		1,230		587		4,567		—		—		1		1
Total commercial loans	2,836		1,230		4,516		8,582		—		—		3		3
Direct installment	11,092		7,241		3,546		21,879		11		7		3		21
Residential mortgages	3,716		10,881		2,011		16,608		5		8		3		16
Indirect installment	—		190		12		202		—		—		—		—
Consumer lines of credit	1,881		1,741		583		4,205		2		1		1		4
Total consumer loans	16,689		20,053		6,152		42,894		18		16		7		41
Total TDRs	$	19,525	$	21,283	$	10,668	$	51,476	$	18	$	16	$	10	$	44
December 31, 2017
December 31, 2018
Commercial real estate	$	92	$	—	$	3,870	$	3,962	$	—	$	—	$	2	$	2
Commercial and industrial	3,085		—		601		3,686		—		1		—		1
Total commercial loans	3,177		—		4,471		7,648		—		1		2		3
Direct installment	10,890		7,758		3,197		21,845		11		6		4		21
Residential mortgages	3,659		10,638		2,161		16,458		5		8		3		16
Indirect installment	—		195		14		209
Consumer lines of credit	1,812		1,582		629		4,023		2		2		—		4
Total consumer loans	16,361		20,173		6,001		42,535		18		16		7		41
Total TDRs	$	19,538	$	20,173	$	10,472	$	50,183	$	18	$	17	$	9	$	44
Acquired
March 31, 2018
March 31, 2019
Commercial real estate	$	—	$	2,613	$	—	$	2,613	$	—	$	3	$	—	$	3
Commercial and industrial	—		—		—		—
Total commercial loans	—		2,613		—		2,613		—		3		—		3
Direct installment	—		70		—		70
Residential mortgages	—		—		—		—
Indirect installment	—		—		—		—
Consumer lines of credit	249		486		357		1,092		—		1		—		1
Total consumer loans	249		556		357		1,162		—		1		—		1
Total TDRs	$	249	$	3,169	$	357	$	3,775	$	—	$	4	$	—	$	4
December 31, 2017
December 31, 2018
Commercial real estate	$	—	$	2,651	$	—	$	2,651	$	—	$	3	$	—	$	3
Commercial and industrial	—		—		—		—
Total commercial loans	—		2,651		—		2,651		—		3		—		3
Direct installment	15		71		—		86
Residential mortgages	—		—		—		—
Indirect installment	—		—		—		—
Consumer lines of credit	251		586		234		1,071		—		1		—		1
Total consumer loans	266		657		234		1,157		—		1		—		1
Total TDRs	$	266	$	3,308	$	234	$	3,808	$	—	$	4	$	—	$	4

~~Table of Contents~~

Allowance for Credit Losses

The allowance for credit losses of ~~$179.2~~$185.7 million at March 31, ~~2018~~2019 increased ~~$3.9~~$6.1 million, or ~~2.2%~~3.4%, from December 31, ~~2017,~~2018, primarily in support of growth in originated loans and ~~leases and a small increase in criticized commercial loans.~~leases. The provision for credit losses during the three months ended March 31, ~~2018~~2019 was ~~$14.5~~$13.6 million, which covered net charge-offs and supported ~~higher~~ organic loan growth. The amount of provision expense that resulted from the aforementioned increase in criticized commercial loans was offset by a provision benefit received through a decline in overall delinquency levels. Net charge-offs were $7.6 million during the three months ended March 31, 2019, compared to $10.6 million during the three months ended March 31, ~~2018.~~2018, with the decrease primarily due to the sale of Regency, which accounted for $2.5 million of the decrease. The allowance for credit losses as a percentage of non-performing loans for the total portfolio ~~decreased~~increased from ~~179%~~180% as of December 31, ~~2017~~2018 to ~~175%~~189% as of March 31, ~~2018, reflecting a slight increase~~2019, as provision exceeded charge-offs in support of loan growth, while the level of non-performing loans ~~relative to the increase in the allowance for credit losses during the three-month period.~~decreased.

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Following is a summary of supplemental statistical ratios pertaining to our originated loans and leases portfolio. The originated loans and leases portfolio excludes loans acquired at fair value and accounted for in accordance with ASC 805, Business Combinations. Also see Note 5,4, Loans and Leases, of the Notes to Consolidated Financial Statements (Unaudited).

TABLE 1214


	At or For the Three Months Ended						At or For the Three Months Ended
	March 31, 2018		December 31, 2017		March 31, 2017		March 31, 2019		December 31, 2018		March 31, 2018
Non-performing loans / total originated loans and leases	0.58	%	0.57	%	0.77	%	0.43	%	0.44	%	0.58	%
Non-performing loans + OREO / total originated loans and leases + OREO	0.81	%	0.81	%	1.12	%	0.59	%	0.61	%	0.81	%
Allowance for credit losses (originated loans) / total originated loans and leases	1.08	%	1.10	%	1.19	%	0.94	%	0.95	%	1.08	%
Net charge-offs on originated loans and leases (annualized) / total average originated loans and leases	0.29	%	0.35	%	0.25	%	0.10	%	0.27	%	0.29	%

Deposits

As a bank holding company, our primary source of funds is deposits. These deposits are provided by businesses, municipalities and individuals located within the markets served by our Community Banking subsidiary.

Following is a summary of deposits:

TABLE 1315


(in thousands)	March 31, 2018		December 31, 2017		$ Change			% Change
(in millions)										March 31, 2019		December 31, 2018		$ Change			% Change
Non-interest-bearing demand	$	5,748,568	$	5,720,030	$	28,538		0.5	%	$	6,124	$	6,000	$	124		2.1	%
Interest-bearing demand	9,407,111		9,571,038		(163,927		)	(1.7	)	9,743		9,660		83			0.9
Savings	2,600,151		2,488,178		111,973			4.5		2,523		2,526		(3		)	(0.1	)
Certificates and other time deposits	4,741,259		4,620,479		120,780			2.6		5,492		5,269		223			4.2
Total deposits	$	22,497,089	$	22,399,725	$	97,364		0.4	%	$	23,882	$	23,455	$	427		1.8	%

Total deposits increased from December 31, ~~2017,~~2018, primarily as a result of ~~organic~~ growth in non-interest-bearing and interest-bearing demand balances and certificates and other time deposits. The growth reflects heightened deposit-gathering efforts focused on attracting new customer relationships through targeted promotional interest rates on 13-month, 19-month and 25-month certificates of deposit, combined with deepening relationships with existing customers through internal lead generation efforts. Relationship-based transaction deposits, which are comprised of demand (non-interest-bearing and interest-bearing) and savings accounts (including money market savings), ~~declined in total~~also increased over this ~~period due somewhat to seasonal outflows.~~period. Generating growth in ~~these~~the relationship-based transaction deposits remains a key focus for ~~us.~~us and will help us manage to lower levels of short-term borrowings.

~~Table of Contents~~

Capital Resources and Regulatory Matters

The access to, and cost of, funding for new business initiatives, ~~including acquisitions,~~ the ability to engage in expanded business activities, the ability to pay dividends and the level and nature of regulatory oversight depend, in part, on our capital position.

The assessment of capital adequacy depends on a number of factors such as expected organic growth in the ~~balance sheet,~~Consolidated Balance Sheet, asset quality, liquidity, earnings performance, changing competitive conditions and economic forces. We seek to maintain a strong capital base to support our growth and expansion activities, to provide stability to current operations and to promote public confidence.

~~In accordance with the terms of our merger with Yadkin Financial Corporation, we issued 111,619,622 shares of our common stock on March 11, 2017.~~

We have an effective shelf registration statement filed with the SEC. Pursuant to this registration statement, we may, from time to time, issue and sell in one or more offerings any combination of common stock, preferred stock, debt securities, depositary shares, warrants, stock purchase contracts or units. On February 14, 2019, we completed our offering of $120.0 million 4.950% fixed-to-floating rate subordinated notes due in 2029 under this registration statement. The subordinated notes are treated as tier 2 capital for regulatory capital purposes. The net proceeds of the debt offering after deducting underwriting

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discounts and commissions and offering expenses were $118.2 million. We intend to use and have used the net proceeds from the sale of the subordinated notes to redeem higher-rate long-term borrowings and for general corporate purposes.

Capital management is a continuous process, with capital plans and stress testing for FNB and FNBPA updated at least annually. These capital plans include assessing the adequacy of expected capital levels assuming various scenarios by projecting capital needs for a forecast period of 2-3 years beyond the current year. From time to time, we issue shares initially acquired by us as treasury stock under our various benefit plans. ~~We may continue to grow through acquisitions, which can potentially impact our capital position.~~ We may issue additional preferred or common stock in order to maintain our well-capitalized status.

FNB and FNBPA are subject to various regulatory capital requirements administered by the federal banking agencies (see discussion under “Enhanced Regulatory Capital Standards”). Quantitative measures established by regulators to ensure capital adequacy require FNB and FNBPA to maintain minimum amounts and ratios of total, tier 1 and common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and minimum leverage ratio (as defined). Failure to meet minimum capital requirements could lead to initiation of certain mandatory, and possibly additional discretionary actions, by regulators that, if undertaken, could have a direct material effect on our Consolidated Financial Statements, dividends and future merger and acquisition activity. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, FNB and FNBPA must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. FNB’s and FNBPA’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

As of March 31, ~~2018,~~2019, the most recent notification from the federal banking agencies categorized FNB and FNBPA as “well-capitalized” under the regulatory framework for prompt corrective action. There are no conditions or events since the notification which management believes have changed this categorization. Our management believes that, as of March 31, ~~2018~~2019 and December 31, ~~2017,~~2018, FNB and FNBPA met all “well-capitalized” requirements to which each of them was subject.

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Following are the capital amounts and related ratios ~~as of March 31, 2018 and December 31, 2017~~ for FNB and FNBPA:

TABLE 1416


	Actual				Well-Capitalized Requirements				Minimum Capital Requirements plus Capital Conservation Buffer				Actual				Well-Capitalized Requirements				Minimum Capital Requirements plus Capital Conservation Buffer
(dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
As of March 31, 2018
(dollars in millions)													Amount		Ratio		Amount		Ratio		Amount		Ratio
As of March 31, 2019
F.N.B. Corporation
Total capital	$	2,707,398	11.5	%	$	2,362,790	10.0	%	$	2,333,255	9.9	%	$	3,024	11.65	%	$	2,595	10.00	%	$	2,725	10.50	%
Tier 1 capital	2,219,884		9.4		1,890,232		8.0		1,860,697		7.9		2,453		9.45		2,076		8.00		2,206		8.50
Common equity tier 1	2,113,002		8.9		1,535,813		6.5		1,506,278		6.4		2,346		9.04		1,687		6.50		1,816		7.00
Leverage	2,219,884		7.6		1,462,494		5.0		1,169,995		4.0		2,453		7.88		1,556		5.00		1,245		4.00
Risk-weighted assets	23,627,896												25,949
FNBPA
Total capital	2,543,802		10.8	%	2,354,540		10.0	%	2,325,108		9.9	%	2,838		10.96	%	2,590		10.00	%	2,719		10.50	%
Tier 1 capital	2,368,177		10.1		1,883,632		8.0		1,854,200		7.9		2,651		10.24		2,072		8.00		2,201		8.50
Common equity tier 1	2,288,177		9.7		1,530,451		6.5		1,501,019		6.4		2,571		9.93		1,683		6.50		1,813		7.00
Leverage	2,368,177		8.2		1,453,002		5.0		1,162,401		4.0		2,651		8.53		1,554		5.00		1,243		4.00
Risk-weighted assets	23,545,397												25,897
As of December 31, 2017
As of December 31, 2018
F.N.B. Corporation
Total capital	$	2,666,272	11.4	%	$	2,340,362	10.0	%	$	2,164,835	9.3	%	$	2,875	11.54	%	$	2,490	10.00	%	$	2,459	9.88	%
Tier 1 capital	2,184,571		9.3		1,872,290		8.0		1,696,763		7.3		2,395		9.62		1,992		8.00		1,961		7.88
Common equity tier 1	2,077,689		8.9		1,521,235		6.5		1,345,708		5.8		2,289		9.19		1,619		6.50		1,588		6.38
Leverage	2,184,571		7.6		1,440,797		5.0		1,152,638		4.0		2,395		7.87		1,523		5.00		1,218		4.00
Risk-weighted assets	23,403,622												24,900
FNBPA
Total capital	2,504,191		10.7	%	2,332,593		10.0	%	2,157,649		9.3	%	2,735		10.99	%	2,489		10.00	%	2,458		9.88	%
Tier 1 capital	2,332,892		10.0		1,866,075		8.0		1,691,130		7.3		2,553		10.26		1,992		8.00		1,960		7.88
Common equity tier 1	2,252,892		9.7		1,516,186		6.5		1,341,241		5.8		2,473		9.94		1,618		6.50		1,587		6.38
Leverage	2,332,892		8.1		1,432,604		5.0		1,146,084		4.0		2,553		8.39		1,521		5.00		1,217		4.00
Risk-weighted assets	23,325,934												24,894

In accordance with Basel III, the implementation of capital requirements is transitional and ~~phases-in~~was phased-in from January 1, 2015 through January 1, 2019. The minimum capital requirements plus capital conservation buffer, which are presented for each period above based on the phase-in schedule, represent the minimum requirements needed to avoid limitations on distributions of dividends and certain discretionary bonus payments. Our management believes that FNB and FNBPA will continue to meet all “well-capitalized” requirements after Basel III is completely phased-in.

Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act)

The Dodd-Frank Act broadly affects the financial services industry by establishing a framework for systemic risk oversight, creating a resolution authority for institutions determined to be systemically important, mandating higher capital and liquidity requirements, requiring banks to pay increased fees to regulatory agencies and containing numerous other provisions aimed at strengthening the sound operation of the financial services sector that significantly change the system of regulatory oversight as described in more detail under Part I, Item 1, “Business - Government Supervision and Regulation” included in our ~~2017~~2018 Annual Report on Form 10-K as filed with the SEC on February ~~28, 2018.~~26, 2019. Many aspects of the Dodd-Frank Act are subject to further rulemaking and will take effect over several years, making it difficult to anticipate the overall financial impact to us or across the financial services industry.

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LIQUIDITY

Our goal in liquidity management is to satisfy the cash flow requirements of customers and the operating cash needs of FNB with cost-effective funding. Our Board of Directors has established an Asset/Liability Management Policy ~~in order~~ to guide management in achieving and maintaining earnings performance consistent with long-term goals, while maintaining acceptable levels of interest rate risk, a “well-capitalized” ~~balance sheet~~Balance Sheet and adequate levels of liquidity. Our Board of Directors has also established a Contingency Funding Policy to guide management in addressing stressed liquidity conditions. These policies designate our Asset/Liability Committee as the body responsible for meeting these objectives. The ALCO, which is comprised of members of executive management, reviews liquidity on a continuous basis and approves significant changes in strategies that affect ~~balance sheet~~Balance Sheet or cash flow positions. Liquidity is centrally managed ~~on a~~ daily ~~basis~~ by our Treasury Department.

FNBPA generates liquidity from its normal business operations. Liquidity sources from assets include payments from loans and investments, as well as the ability to securitize, pledge or sell loans, investment securities and other assets. Liquidity sources from liabilities are generated primarily through the banking offices of FNBPA in the form of deposits and customer repurchase agreements. FNB also has access to reliable and cost-effective wholesale sources of liquidity. Short- and long-term funds ~~can be acquired~~are used to help fund normal business operations, ~~as well as~~and unused credit availability can be utilized to serve as contingency funding ~~in the event that~~if we would be faced with a liquidity crisis.

The principal sources of the parent company’s liquidity are its strong existing cash resources plus dividends it receives from its subsidiaries. These dividends may be impacted by the parent’s or its subsidiaries’ capital needs, statutory laws and regulations, corporate policies, contractual restrictions, profitability and other factors. In addition, through one of our subsidiaries, we regularly issue subordinated notes, which are guaranteed by FNB. ~~Cash~~Management has utilized various strategies to ensure sufficient cash on hand atis available to meet the ~~parent has been managed~~Parent's funding needs. During the first quarter of 2019, we completed a debt offering in which we issued $120.0 million aggregate principal amount of fixed-to-floating rate subordinated notes due in 2029. The net proceeds of the debt offering after deducting underwriting discounts and commissions and offering costs were $118.2 million. This Other Subordinated Debt is eligible for treatment as tier 2 capital for regulatory capital purposes. Also, we repurchased and retired $9.5 million and redeemed $15.5 million in higher interest rate subordinated debt assumed in the 2017 YDKN acquisition. Additionally, we redeemed $10.0 million of TPS issued by ~~various strategies over~~American Community Capital Trust I also assumed in the ~~last few years.~~2017 YDKN acquisition. These ~~include strong earnings, increasing earnings retention rate and capital actions. The~~transactions were the primary drivers of the parent’s cash position ~~decreased $3.8~~increasing by $43.1 million from ~~$165.7~~$254.4 million at December 31, ~~2017~~2018 to ~~$161.9~~$297.5 million at March 31, ~~2018, primarily due~~2019. Additionally, we exercised the call options on $26.0 million of Omega Financial Capital Trust I and $8.0 million of Crescent Financial Capital Trust I with April settlements. From the net debt issuance proceeds, we completed a capital infusion of $40.0 million to ~~one-time payouts related to the YDKN acquisition.~~FNBPA in March. These transactions accomplished strategic objectives, including offering additional liquidity.

Management believes our cash levels are appropriate given the current environment. Two metrics that are used to gauge the adequacy of the parent company’s cash position are the LCR and MCH. The LCR is defined as the sum of cash on hand plus projected cash inflows over the next 12 months divided by projected cash outflows over the next 12 months. The MCH is defined as the number of months of corporate expenses and dividends that can be covered by the cash on ~~hand and was impacted by the YDKN acquisition.~~hand.

The LCR and MCH ratios are presented in the following table:

TABLE 1517



~~(dollars in thousands)~~	March 31, ~~2018~~ 2019	December 31, ~~2017~~2018	Internal limit
Liquidity coverage ratio	~~1.8~~2.0 times	~~1.8~~2.1 times	> 1 time
Months of cash on hand	~~10.1~~14.7 months	~~10.2~~14.4 months	> 12 months

The MCH ratio fell below our internal limit due to the YDKN acquisition in March 2017. As a result of YDKN, our twelve-month projected dividend payout is estimated at $155 million, an increase of approximately $54 million pre-merger. YDKN did not manage to a similar ratio and held only a minimal amount of cash on hand at their holding company. Our ALCO is evaluating several alternatives, each of which would place the MCH ratio back into policy compliance. Management believes that this policy exception will be cured in 2018.

Our liquidity position has been positively impacted by our ability to generate growth in relationship-based accounts. Organic growth in low-cost transaction deposits was complemented by management’s strategy of heightened deposit gathering efforts ~~during the third and fourth quarters of 2017~~ focused on attracting new customer relationships and deepening relationships with existing customers, in part through internal lead generation ~~efforts.~~efforts leveraging data analytics capabilities. Total deposits were ~~$22.5~~$23.9 billion at March 31, ~~2018,~~2019, an increase of ~~$97.4~~$427.7 million, or ~~0.4%~~7.4% annualized from December 31, ~~2017. Growth in time deposits was $120.8 million, or 2.6%.~~2018. Total non-interest demand deposit accounts grew by ~~$28.5~~$124.7 million, or ~~0.5%,~~8.4% annualized, and ~~savings accounts grew~~interest-bearing demand increased by ~~$112.0~~$82.8 million, or ~~4.5%. These increases were offset by seasonally lower business demand deposit and interest checking balances.~~3.4% annualized. Growth in time deposits was $222.8 million, or 17.2% annualized. Savings account balances decreased $2.5 million, or 0.5% annualized.

FNBPA has significant unused wholesale credit availability sources that include the availability to borrow from the FHLB, the FRB, correspondent bank lines, access to brokered deposits and multiple other channels. In addition to credit availability,

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FNBPA also possesses salable unpledged government and agency securities ~~which~~that could be utilized to meet funding needs. The ALCO Policy minimum guideline level for salable unpledged government and agency securities is 3.0%.

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The following table presents certain information relating to FNBPA’s credit availability and salable unpledged securities:

TABLE 1618


(dollars in thousands)	March 31, 2018			December 31, 2017
(dollars in millions)							March 31, 2019			December 31, 2018
Unused wholesale credit availability	$	8,227,214		$	8,189,379		$	9,618		$	9,659
Unused wholesale credit availability as a % of FNBPA assets	26.2		%	26.3		%	28.6		%	29.2		%
Salable unpledged government and agency securities	$	2,290,999		$	2,231,812		$	2,511		$	2,424
Salable unpledged government and agency securities as a % of FNBPA assets	7.3		%	7.2		%	7.5		%	7.3		%

Another metric for measuring liquidity risk is the liquidity gap analysis. The following liquidity gap analysis as of March 31, ~~2018~~2019 compares the difference between our cash flows from existing earning assets and interest-bearing liabilities over future time intervals. Management seeks to limit the size of the liquidity gaps so that sources and uses of funds are reasonably matched in the normal course of business. A reasonably matched position lays a better foundation for dealing with additional funding needs during a potential liquidity crisis. The ~~liquidity gap decreased during the three months as the~~ twelve-month cumulative gap to total assets ratio was ~~(7.0)~~(6.6)% and ~~(5.8)~~(7.1)% as of March 31, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively. Management calculates this ratio at least quarterly and it is reviewed monthly by ALCO.

TABLE 1719


(dollars in thousands)	Within 1 Month			2-3 Months			4-6 Months			7-12 Months			Total 1 Year
(dollars in millions)																Within 1 Month			2-3 Months			4-6 Months			7-12 Months			Total 1 Year
Assets
Loans	$	465,764		$	1,001,045		$	1,245,511		$	2,252,490		$	4,964,810		$	464		$	1,039		$	1,258		$	2,422		$	5,183
Investments	167,647			134,319			218,091			499,488			1,019,545			153			167			291			534			1,145
	633,411			1,135,364			1,463,602			2,751,978			5,984,355			617			1,206			1,549			2,956			6,328
Liabilities
Non-maturity deposits	174,473			348,947			523,424			1,046,848			2,093,692			180			359			539			1,078			2,156
Time deposits	168,590			510,938			670,023			1,596,382			2,945,933			607			843			698			1,415			3,563
Borrowings	2,889,614			47,775			27,887			200,723			3,165,999			2,750			16			21			47			2,834
	3,232,677			907,660			1,221,334			2,843,953			8,205,624			3,537			1,218			1,258			2,540			8,553
Period Gap (Assets - Liabilities)	$	(2,599,266	)	$	227,704		$	242,268		$	(91,975	)	$	(2,221,269	)	$	(2,920	)	$	(12	)	$	291		$	416		$	(2,225	)
Cumulative Gap	$	(2,599,266	)	$	(2,371,562	)	$	(2,129,294	)	$	(2,221,269	)				$	(2,920	)	$	(2,932	)	$	(2,641	)	$	(2,225	)
Cumulative Gap to Total Assets	(8.2		)%	(7.5		)%	(6.7		)%	(7.0		)%				(8.7		)%	(8.7		)%	(7.8		)%	(6.6		)%

In addition, the ALCO regularly monitors various liquidity ratios and stress scenarios of our liquidity position. The stress scenarios forecast that adequate funding will be available even under severe conditions. Management believes we have sufficient liquidity available to meet our normal operating and contingency funding cash needs.

MARKET RISK

Market risk refers to potential losses arising predominately from changes in interest rates, foreign exchange rates, equity prices and commodity prices. We are primarily exposed to interest rate risk inherent in our lending and deposit-taking activities as a financial intermediary. To succeed in this capacity, we offer an extensive variety of financial products to meet the diverse needs of our customers. These products sometimes contribute to interest rate risk for us when product groups do not complement one another. For example, depositors may want short-term deposits, while borrowers desire long-term loans.

Changes in market interest rates may result in changes in the fair value of our financial instruments, cash flows and net interest income. The Board of Directors has given ALCO ~~is responsible~~the responsibility for market risk management, which involves devising policy guidelines, risk measures and limits, and managing the amount of interest rate risk and its effect on net interest income

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and capital. We use derivative financial instruments for interest rate risk management purposes and not for trading or speculative purposes.

Interest rate risk is comprised of repricing risk, basis risk, yield curve risk and options risk. Repricing risk arises from differences in the cash flow or repricing between asset and liability portfolios. Basis risk arises when asset and liability

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portfolios are related to different market rate indexes, which do not always change by the same amount. Yield curve risk arises when asset and liability portfolios are related to different maturities on a given yield curve; when the yield curve changes shape, the risk position is altered. Options risk arises from “embedded options” within asset and liability products as certain borrowers have the option to prepay their loans when rates fall, while certain depositors can redeem their certificates of deposit early when rates rise.

We use an asset/liability model to measure our interest rate risk. Interest rate risk measures we utilize include earnings simulation, EVE and gap analysis. Gap analysis and EVE are static measures that do not incorporate assumptions regarding future business. Gap analysis, while a helpful diagnostic tool, displays cash flows for only a single rate environment. EVE’s long-term horizon helps identify changes in optionality and longer-term positions. However, EVE’s liquidation perspective does not translate into the earnings-based measures that are the focus of managing and valuing a going concern. Net interest income simulations explicitly measure the exposure to earnings from changes in market rates of interest. In these simulations, our current financial position is combined with assumptions regarding future business to calculate net interest income under various hypothetical rate scenarios. The ALCO reviews earnings simulations over multiple years under various interest rate scenarios on a periodic basis. Reviewing these various measures provides us with a comprehensive view of our interest rate risk ~~profile.~~profile, which provides the basis for balance sheet management strategies.

The following repricing gap analysis as of March 31, ~~2018~~2019 compares the difference between the amount of interest-earning assets and interest-bearing liabilities subject to repricing over a period of time. Management utilizes the repricing gap analysis as a diagnostic tool in managing net interest income and EVE risk measures.

TABLE 1820


(dollars in thousands)	Within 1 Month			2-3 Months			4-6 Months			7-12 Months			Total 1 Year
(dollars in millions)															Within 1 Month			2-3 Months			4-6 Months			7-12 Months			Total 1 Year
Assets
Loans	$	9,265,689		$	855,440		$	862,637		$	1,551,167		$	12,534,933	$	10,280		$	789		$	831		$	1,530		$	13,430
Investments	167,647			139,319			270,398			508,833			1,086,197		153			177			452			530			1,312
	9,433,336			994,759			1,133,035			2,060,000			13,621,130		10,433			966			1,283			2,060			14,742
Liabilities
Non-maturity deposits	6,134,551			—			—			—			6,134,551		6,453			—			—			—			6,453
Time deposits	268,562			511,290			668,221			1,591,924			3,039,997		702			843			696			1,411			3,652
Borrowings	3,382,956			522,775			10,638			166,225			4,082,594		3,120			1,032			6			19			4,177
	9,786,069			1,034,065			678,859			1,758,149			13,257,142		10,275			1,875			702			1,430			14,282
Off-balance sheet	(100,000		)	405,000			—			—			305,000		(100		)	955			—			—			855
Period Gap (assets – liabilities + off-balance sheet)	$	(452,733	)	$	365,694		$	454,176		$	301,851		$	668,988	$	58		$	46		$	581		$	630		$	1,315
Cumulative Gap	$	(452,733	)	$	(87,039	)	$	367,137		$	668,988				$	58		$	104		$	685		$	1,315
Cumulative Gap to Assets	(1.6		)%	(0.3		)%	1.3		%	2.4		%			0.2		%	0.4		%	2.3		%	4.5		%

The twelve-month cumulative repricing gap to total assets was ~~2.4%~~4.5% and ~~3.0%~~3.2% as of March 31, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively. The positive cumulative gap positions indicate that we have a greater amount of repricing earning assets than repricing interest-bearing liabilities over the subsequent twelve months. If interest rates increase then net interest income will increase and, conversely, if interest rates decrease then net interest income will decrease. The change in the cumulative repricing gap at March 31, 2019 compared to December 31, 2018, is primarily related to growth and changes in the mix of loans, deposits and borrowings. The growth in the certificates of deposit portfolio was offset with the increased repricing of adjustable loans, the increased cash flow of the indirect portfolio, the funding of long-term FHLB advances and the use of interest rate swaps.

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The allocation of non-maturity deposits and customer repurchase agreements to the one-month maturity category above is based on the estimated sensitivity of each product to changes in market rates. For example, if a product’s rate is estimated to increase by 50% as much as the market rates, then 50% of the account balance was placed in this category.

Utilizing net interest income simulations, the following net interest income metrics were calculated using rate shocks which move market rates in an immediate and parallel fashion. The variance percentages represent the change between the net interest income and EVE calculated under the particular rate scenario versus the net interest income and EVE that was calculated assuming market rates as of March 31, ~~2018.~~2019. Using a static ~~balance sheet~~Balance Sheet structure, the measures do not reflect all of management's potential counteractions.

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The following table presents an analysis of the potential sensitivity of our net interest income and EVE to changes in interest ~~rates:~~rates using rate shocks:

TABLE 1921


	March 31, 2018		December 31, 2017		ALCO Limits		March 31, 2019		December 31, 2018		ALCO Limits
Net interest income change (12 months):
+ 300 basis points	3.3	%	3.0	%	n/a		5.3	%	3.5	%	n/a
+ 200 basis points	2.4	%	2.3	%	(5.0	)%	3.8	%	2.5	%	(5.0	)%
+ 100 basis points	1.4	%	1.3	%	(5.0	)%	2.0	%	1.4	%	(5.0	)%
- 100 basis points	(3.4	)%	(3.9	)%	(5.0	)%	(3.6	)%	(3.1	)%	(5.0	)%
Economic value of equity:
+ 300 basis points	(6.4	)%	(5.9	)%	(25.0	)%	(7.0	)%	(8.0	)%	(25.0	)%
+ 200 basis points	(4.0	)%	(3.7	)%	(15.0	)%	(4.3	)%	(5.2	)%	(15.0	)%
+ 100 basis points	(1.5	)%	(1.2	)%	(10.0	)%	(1.5	)%	(2.0	)%	(10.0	)%
- 100 basis points	(1.5	)%	(2.6	)%	(10.0	)%	(1.9	)%	(1.0	)%	(10.0	)%

We also model rate scenarios which move all rates gradually over twelve months (Rate Ramps) and model scenarios that gradually change the shape of the yield curve. Assuming a static ~~balance sheet,~~Balance Sheet, a +300 basis point Rate Ramp increases net interest income (12 months) by ~~2.2%~~3.7% at March 31, ~~2018~~2019 and ~~2.0%~~2.7% at December 31, ~~2017.~~2018.

Our strategy is generally to manage to a neutral interest rate risk position. However, given the current interest rate environment, the interest rate risk position has been managed to a ~~modestly~~slightly asset-sensitive position. Currently, rising rates are expected to have a modest, positive effect on net interest income versus net interest income if rates remained unchanged.

The ALCO utilizes several tactics to manage our interest rate risk position. As mentioned earlier, the growth in transaction deposits provides funding that is less interest rate-sensitive than short-term time deposits and wholesale borrowings. On the lending side, we regularly sell long-term fixed-rate residential mortgages to the secondary market and have been successful in the origination of consumer and commercial loans with short-term repricing characteristics. Total variable and adjustable-rate loans were ~~57.1%~~58.1% and ~~56.6%~~57.4% of total loans as of March 31, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively. As of March 31, ~~2018, 78.8%~~2019, 79.2% of these loans, or ~~45.0%~~46.0% of total loans, are tied to the Prime ~~and~~or one-month LIBOR rates. The investment portfolio is used, in part, to manage our interest rate risk position. Finally, we have made use of interest rate swaps to commercial borrowers (commercial swaps) to manage our interest rate risk position as the commercial swaps effectively increase adjustable-rate loans. As of March 31, ~~2018,~~2019, the commercial swaps totaled ~~$2.4~~$2.9 billion of notional principal, with ~~$213.5~~$247.7 million in notional swap principal originated during the first three months of ~~2018.~~2019. The success of the aforementioned tactics has resulted in a ~~moderately~~slightly asset-sensitive position. For additional information regarding interest rate swaps, see Note 9 in this Report.

We desired to remain ~~modestly~~slightly asset-sensitive during the first three months of ~~2018.~~2019. A number of management actions and market occurrences resulted in anthe slight increase in the asset sensitivity of our interest rate risk position during the period. The increase was primarily due to management's actions with the timing of funding loan and investment growth, as well as successful efforts to extend maturities in certificate of deposit ~~activity. The primary driver increasing asset sensitivity was the~~activity and continued strong commercial loan interest rate swap activity. ~~The swap activity occurred in conjunction with the growth in certain transaction accounts and time deposits referred to earlier.~~

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We recognize that all asset/liability models have some inherent shortcomings. Asset/liability models require certain assumptions to be made, such as prepayment rates on interest-earning assets and repricing impact on non-maturity deposits, which may differ from actual experience. These business assumptions are based upon our experience, business plans, economic and market trends and available industry data. While management believes that its methodology for developing such assumptions is reasonable, there can be no assurance that modeled results will be achieved.

Furthermore, the metrics are based upon the ~~balance sheet~~Balance Sheet structure as of the valuation date and do not reflect the planned growth or management actions that could be taken.

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RISK MANAGEMENT

As a financial institution, we take on a certain amount of risk in every business decision, transaction and activity. Our Board of Directors and senior management have identified seven major categories of risk: credit risk, market risk, liquidity risk, reputational risk, operational risk, legal and compliance risk and strategic risk. In its oversight role of our risk management function, the Board of Directors focuses on the strategies, analyses and conclusions of management relating to identifying, understanding and managing risks so as to optimize total stockholder value, while balancing prudent business and safety and soundness considerations.

The Board of Directors adopted a risk appetite statement that defines acceptable risk levels ~~or risk~~and limits under which ~~the company seeks~~we seek to operate in order to optimize ~~returns, while managing risk.~~returns. As such, the board monitors a ~~host~~series of ~~risk metrics from both~~KRIs, or Key Risk Indicators, for various business ~~and~~lines, operational units, ~~as well as by~~and risk ~~category, to provide~~categories, providing insight into how ~~the company’s~~our performance aligns with our stated risk appetite. ~~The risk appetite dashboard is~~These results are reviewed periodically by the Board of Directors and senior management to ensure ~~performance alignment with~~adherence to our risk appetite statement, and where appropriate, ~~makes~~ adjustments are made to applicable business strategies and tactics where risks ~~approach our desired risk tolerance limits.~~are approaching stated tolerances or for emerging risks.

We support our risk management process through a governance structure involving our Board of Directors and senior management. The joint Risk Committee of our Board of Directors and the FNBPA Board of Directors helps ensure that business decisions are executed within appropriate risk tolerances. The Risk Committee has oversight responsibilities with respect to the following:

identification, measurement, assessment and monitoring of enterprise-wide risk;

development of appropriate and meaningful risk metrics to use in connection with the oversight of our businesses and strategies;

review and assessment of our policies and practices to manage our credit, market, liquidity, legal, regulatory and operating risk (including technology, operational, compliance and fiduciary risks); and

identification and implementation of risk management best practices.

The Risk Committee serves as the primary point of contact between our Board of Directors and the Risk Management Council, which is the senior management level committee responsible for risk management. Risk appetite is an integral element of our business and capital planning processes through our Board Risk Committee and Risk Management Council. We use our risk appetite processes to promote appropriate alignment of risk, capital and performance tactics, while also considering risk capacity and appetite constraints from both financial and non-financial risks. Our top-down risk appetite process serves as a limit for undue risk-taking for bottom-up planning from our various business functions. Our Board Risk Committee, in collaboration with our Risk Management Council, approves our risk appetite on an annual basis, or more frequently, as needed to reflect changes in the risk environment, with the goal of ensuring that our risk appetite remains consistent with our strategic plans and business operations, regulatory environment and our shareholders' expectations. Reports relating to our risk appetite and strategic plans, and our ongoing monitoring thereof, are regularly presented to our various management level risk oversight and planning committees and periodically reported up through our Board Risk Committee.

As noted above, we have a Risk Management Council comprised of senior management. The purpose of this committee is to provide regular oversight of specific areas of risk with respect to the level of risk and risk management structure. Management has also established an Operational Risk Committee that is responsible for identifying, evaluating and monitoring operational risks across FNB, evaluating and approving appropriate remediation efforts to address identified operational risks and providing periodic reports concerning operational risks to the Risk Management Council. The Risk Management Council reports on a regular basis to the Risk Committee of our Board of Directors regarding our enterprise-wide risk profile and other significant risk management issues. Our Chief Risk Officer is responsible for the design and implementation of our enterprise-wide risk management strategy and framework through the multiple second line of defense areas, including the following

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departments: Enterprise-Wide Risk Management, Fraud Risk, Loan Review, Model Risk Management, Third-Party Risk Management, Anti-Money Laundering and Bank Secrecy Act, Appraisal Review, Compliance ~~Department~~ and ~~the~~ Information and Cyber ~~Security Department, both~~Security. All second line of ~~which~~defense departments report to the Chief Risk Officer ~~and ensures~~to ensure the coordinated and consistent implementation of risk management initiatives and strategies on a day-to-day basis. Our Enterprise-Wide Risk Management Department conducts risk and control assessments across all of our business and operational areas to ensure the appropriate risk identification, risk management and reporting of risks enterprise-wide. The Fraud Risk Department monitors for internal and external fraud risk across all of our business and operational units. The Loan Review Department conducts independent testing of our loan risk ratings to ensure their accuracy, which is instrumental to calculating our allowance for credit losses. Our Model Risk Management Department oversees validation and testing of all models used in managing risk across our company. Our Third-Party Risk Management Department ensures effective risk management and oversight of third-party relationships throughout the vendor life cycle. The Anti-Money Laundering and Bank Secrecy Act Department monitors for compliance with money laundering risk and associated regulatory compliance requirements. The Appraisal Review Department facilitates independent ordering and review of real estate appraisals obtained for determining the value of real estate pledged as collateral for loans to customers. Our Compliance Department ~~which reports to the Chief Risk Officer,~~ is responsible for developing policies and procedures and monitoring compliance with applicable laws and regulations. Our Information and Cyber Security Department is responsible for maintaining a risk assessment of our information and cyber security risks and ensuring appropriate controls are in place to manage and control such risks, ~~including designing appropriate testing plans to ensure~~through the ~~integrity~~use of the National Institute of Standards and Technology framework for improving critical infrastructure by measuring and evaluating the effectiveness of information and cyber security controls. Further, our audit function performs an independent assessment of our internal controls environment and plays an integral role in testing the operation of the internal controls systems and reporting findings to management and our Audit Committee. Both the Risk Committee and Audit Committee of our Board of Directors regularly report on risk-related matters to the full Board of Directors. In addition, both the

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Risk Committee of our Board of Directors and our Risk Management Council regularly assess our enterprise-wide risk profile and provide guidance on actions needed to address key and emerging risk issues.

The Board of Directors believes that our enterprise-wide risk management process is effective and enables the Board of Directors to:

assess the quality of the information we receive;

understand the businesses, investments and financial, accounting, legal, regulatory and strategic considerations and the risks that we face;

oversee and assess how senior management evaluates risk; and

assess appropriately the quality of our enterprise-wide risk management process.

RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES AND KEY PERFORMANCE INDICATORS TO GAAP

Reconciliations of non-GAAP operating measures and key performance indicators discussed in this Report to the most directly comparable GAAP financial measures are included in the following tables.

TABLE 2022

Operating Net Income Available to Common Stockholders

Three Months Ended
March 31,
(dollars in thousands) 2018 2017
Net income available to common stockholders $ 84,752
$ 20,969
Merger-related expense —
52,724
Tax benefit of merger-related expense —
(17,579 )
Merger-related net securities gains —
(2,609 )
Tax expense of merger-related net securities gains —
913
Operating net income available to common stockholders (non-GAAP) $ 84,752
$ 54,418



	Three Months Ended March 31,
(in thousands)	2019			2018
Net income available to common stockholders	$	92,117		$	84,752
Branch consolidation costs	1,634			—
Tax benefit of branch consolidation costs	(343		)	—
Operating net income available to common stockholders (non-GAAP)	$	93,408		$	84,752

The table above shows how operating net income available to common stockholders (non-GAAP) is derived from amounts reported in our financial statements. We believe this measurement helps investors understand the effect of acquisition activity and recent tax reform on reported results. We use operating net income available to common stockholders to better understand business performance and the underlying trends produced by core business activities. We believe merger-related expensescertain charges, such as branch consolidation costs, are not organic costs to run our operations and facilities. ~~These~~The branch consolidation charges principally represent expenses to satisfy contractual obligations of ~~an acquired entity~~the closed branches without any useful ongoing benefit to ~~us and to convert and consolidate the entity’s records onto our platforms.~~us. These costs are specific to each individual transaction, and may vary significantly based on the size and complexity of the transaction.

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TABLE 2123

Operating Earnings per Diluted Common Share

Three Months Ended
March 31,
2018 2017
Net income per diluted common share $ 0.26
$ 0.09
Merger-related expense —
0.22
Tax benefit of merger-related expense —
(0.07 )
Merger-related net securities gains —
(0.01 )
Operating earnings per diluted common share (non-GAAP) $ 0.26
$ 0.23



	Three Months Ended March 31,
	2019		2018
Net income per diluted common share	$	0.28	$	0.26
Branch consolidation costs	0.01		—
Tax benefit of branch consolidation costs	—		—
Operating earnings per diluted common share (non-GAAP)	$	0.29	$	0.26

TABLE 2224

Return on Average Tangible Common Equity


	Three Months Ended March 31,						Three Months Ended March 31,
(dollars in thousands)	2018			2017			2019			2018
Net income available to common stockholders (annualized)	$	343,716		$	85,042		$	373,586		$	343,716
Amortization of intangibles, net of tax (annualized)	13,513			8,166			11,146			13,513
Tangible net income available to common stockholders (annualized) (non-GAAP)	$	357,229		$	93,208		$	384,732		$	357,229
Average total stockholders’ equity	$	4,430,269		$	3,007,853		$	4,652,243		$	4,430,269
Less: Average preferred stockholders' equity	(106,882		)	(106,882		)	(106,882		)	(106,882		)
Less: Average intangibles ⁽¹⁾	(2,339,783		)	(1,381,712		)	(2,331,623		)	(2,339,783		)
Average tangible common equity (non-GAAP)	$	1,983,604		$	1,519,259		$	2,213,738		$	1,983,604
Return on average tangible common equity (non-GAAP)	18.01		%	6.14		%	17.38		%	18.01		%

(1)Excludes loan servicing rights.

TABLE 2325

Return on Average Tangible Assets



	Three Months Ended March 31,
(dollars in thousands)	2019			2018
Net income (annualized)	$	381,737		$	351,867
Amortization of intangibles, net of tax (annualized)	11,146			13,513
Tangible net income (annualized) (non-GAAP)	$	392,883		$	365,380
Average total assets	$	33,390,202		$	31,494,506
Less: Average intangibles ⁽¹⁾	(2,331,623		)	(2,339,783		)
Average tangible assets (non-GAAP)	$	31,058,579		$	29,154,723
Return on average tangible assets (non-GAAP)	1.26		%	1.25		%

Three Months Ended
March 31,
(dollars in thousands) 2018 2017
Net income (annualized) $ 351,867
$ 93,191
Amortization of intangibles, net of tax (annualized) 13,513
8,166
Tangible net income (annualized) (non-GAAP) $ 365,380
$ 101,357
Average total assets $ 31,494,506
$ 24,062,099
Less: Average intangibles ⁽¹⁾
(2,339,783 ) (1,381,712 )
Average tangible assets (non-GAAP) $ 29,154,723
$ 22,680,387
Return on average tangible assets (non-GAAP) 1.25 % 0.45 %

(1)Excludes loan servicing rights.

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TABLE 2426

Tangible Book Value per Common Share


	Three Months Ended March 31,						Three Months Ended March 31,
(in thousands, except per share data)	2018			2017			2019			2018
Total stockholders’ equity	$	4,433,453		$	4,355,795		$	4,679,959		$	4,433,453
Less: Preferred stockholders’ equity	(106,882		)	(106,882		)	(106,882		)	(106,882		)
Less: Intangibles ⁽¹⁾	(2,339,139		)	(2,356,800		)	(2,329,896		)	(2,339,139		)
Tangible common equity (non-GAAP)	$	1,987,432		$	1,892,113		$	2,243,181		$	1,987,432
Ending common shares outstanding	323,686,993			322,906,763			324,515,913			323,686,993
Tangible book value per common share (non-GAAP)	$	6.14		$	5.86		$	6.91		$	6.14

(1)Excludes loan servicing rights.

TABLE 2527

Tangible equity to tangible assets (period-end)


	Three Months Ended March 31,						Three Months Ended March 31,
(dollars in thousands)	2018			2017			2019			2018
Total stockholders' equity	$	4,433,453		$	4,355,795		$	4,679,959		$	4,433,453
Less: Intangibles⁽¹⁾	(2,339,139		)	(2,356,800		)	(2,329,896		)	(2,339,139		)
Tangible equity (non-GAAP)	$	2,094,314		$	1,998,995		$	2,350,063		$	2,094,314
Total assets	$	31,652,353		$	30,190,695		$	33,695,411		$	31,652,353
Less: Intangibles⁽¹⁾	(2,339,139		)	(2,356,800		)	(2,329,896		)	(2,339,139		)
Tangible assets (non-GAAP)	$	29,313,214		$	27,833,895		$	31,365,515		$	29,313,214
Tangible equity / tangible assets (period-end) (non-GAAP)	7.14		%	7.18		%	7.49		%	7.14		%

(1) Excludes loan servicing rights.

TABLE 2628

Tangible common equity / tangible assets (period-end)


	Three Months Ended March 31,						Three Months Ended March 31,
(dollars in thousands)	2018			2017			2019			2018
Total stockholders' equity	$	4,433,453		$	4,355,795		$	4,679,959		$	4,433,453
Less: Preferred stockholders' equity	(106,882		)	(106,882		)	(106,882		)	(106,882		)
Less: Intangibles ⁽¹⁾	(2,339,139		)	(2,356,800		)	(2,329,896		)	(2,339,139		)
Tangible common equity (non-GAAP)	$	1,987,432		$	1,892,113		$	2,243,181		$	1,987,432
Total assets	$	31,652,353		$	30,190,695		$	33,695,411		$	31,652,353
Less: Intangibles⁽¹⁾	(2,339,139		)	(2,356,800		)	(2,329,896		)	(2,339,139		)
Tangible assets (non-GAAP)	$	29,313,214		$	27,833,895		$	31,365,515		$	29,313,214
Tangible common equity / tangible assets (period-end) (non-GAAP)	6.78		%	6.80		%	7.15		%	6.78		%

(1) Excludes loan servicing rights.

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KEY PERFORMANCE INDICATORS

TABLE 2729

Efficiency Ratio


	Three Months Ended March 31,						Three Months Ended March 31,
(dollars in thousands)	2018			2017			2019			2018
Non-interest expense	$	171,083		$	187,555		$	165,742		$	171,083
Less: Amortization of intangibles	(4,218		)	(3,098		)	(3,479		)	(4,218		)
Less: OREO expense	(1,367		)	(983		)	(1,069		)	(1,367		)
Less: Merger-related expense	—			(52,724		)
Less: Branch consolidation costs							(458		)	—
Adjusted non-interest expense	$	165,498		$	130,750		$	160,736		$	165,498
Net interest income	$	226,105		$	172,752		$	230,593		$	226,105
Taxable equivalent adjustment	3,103			3,522			3,579			3,103
Non-interest income	67,503			55,116			65,385			67,503
Less: Net securities gains	—			(2,625		)
Less: Branch consolidation costs							1,176			—
Adjusted net interest income (FTE) + non-interest income	$	296,711		$	228,765		$	300,733		$	296,711
Efficiency ratio (FTE) (non-GAAP)	55.78		%	57.15		%	53.45		%	55.78		%


ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information called for by this item is provided in the Market Risk section of ~~"Management’s Discussion and Analysis of Financial Condition and Results of Operations,~~"MD&A," which is included in Item 2 of this Report, and is incorporated herein by reference. There are no material changes in the information provided under Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” included in our ~~2017~~2018 Annual Report on Form 10-K as filed with the SEC on February ~~28, 2018.~~26, 2019.


ITEM 4.	CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. FNB’s management, with the participation of our principal executive and financial officers, evaluated our disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our management, including the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), concluded that, as of the end of the period covered by this quarterly report, our disclosure controls and procedures were effective as of such date at the reasonable assurance level as discussed below to ensure that information required to be disclosed by us in the reports we file under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS. FNB’s management, including the CEO and the CFO, does not expect that our disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within FNB have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. In addition, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

CHANGES IN INTERNAL CONTROLS. The CEO and the CFO have evaluated the changes to our internal controls over financial reporting that occurred during our fiscal quarter ended March 31, ~~2018,~~2019, as required by paragraph (d) of Rules 13a–15

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and 15d–15 under the Securities Exchange Act of 1934, as amended, and have concluded that there were no such changes that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II - OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

The information required by this Item is set forth in the “Other Legal Proceedings” discussion in Note 910 of the Notes to the Consolidated Financial Statements, which is incorporated herein by reference in response to this Item.


ITEM 1A.	RISK FACTORS

For information regarding risk factors that could affect our results of operations, financial condition and liquidity, see the risk factors disclosed in the “Risk Factors” section of our 2018 Annual Report on Form 10-K ~~for the year ended December 31, 2017.~~. See also Part I, Item 2 ~~(Management’s Discussion and Analysis)~~(MD&A) of this Report.

There are no material changes from any of the risk factors previously disclosed in our ~~2017~~2018 Annual Report on Form 10-K as filed with the SEC on February ~~28, 2018.~~26, 2019.


ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

NONE


ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

NONE


ITEM 4.	MINE SAFETY DISCLOSURES

Not Applicable.


ITEM 5.	OTHER INFORMATION

NONE

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ITEM 6. EXHIBITS

Exhibit Index



Exhibit Number		Description
10.1		F.N.B. Corporation Combined Performance-Based Restricted Stock Unit and Performance Unit Award Agreement (ROATCE) (Incorporated by reference to Exhibit 10.1 of FNB’s Current Report on Form 8‑K filed on April ~~6, 2018)~~26, 2019).

10.2		F.N.B. Corporation ~~Time-Based~~Combined Performance-Based Restricted Stock Unit and Performance Unit Award Agreement (ICG Growth) (Incorporated by reference to Exhibit 10.2 of FNB’s Current Report on Form 8-K filed on April ~~6, 2018)~~26, 2019).

10.3		F.N.B. Corporation Time-Based Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.3 of FNB’s Current Report on Form 8-K filed on April 26, 2019).

31.1.		Certification of Chief Executive Officer Sarbanes-Oxley Act Section 302. (filed herewith).

31.2.		Certification of Chief Financial Officer Sarbanes-Oxley Act Section 302. (filed herewith).

32.1.		Certification of Chief Executive Officer Sarbanes-Oxley Act Section 906. (furnished herewith).

32.2.		Certification of Chief Financial Officer Sarbanes-Oxley Act Section 906. (furnished herewith).

~~101~~101.INS		~~The following materials from F.N.B. Corporation’s Quarterly Report on Form 10-Q for~~XBRL Instance Document - the ~~period ended March 31, 2018, formatted~~instance document does not appear in ~~XBRL: (i)~~ the ~~Consolidated Balance Sheets, (ii)~~Interactive Data File because its XBRL tags are embedded within the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.Inline XBRL document.

101.SCH		XBRL Taxonomy Extension Schema Document (filed herewith).

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).

101.LAB		XBRL Taxonomy Extension Label Linkbase Document (filed herewith).

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



		F.N.B. Corporation

Dated:	May ~~10, 2018~~7, 2019	/s/ Vincent J. Delie, Jr.
		Vincent J. Delie, Jr.
		Chairman, President and Chief Executive Officer
		(Principal Executive Officer)

Dated:	May ~~10, 2018~~7, 2019	/s/ Vincent J. Calabrese, Jr.
		Vincent J. Calabrese, Jr.
		Chief Financial Officer
		(Principal Financial Officer)

Dated:	May ~~10, 2018~~7, 2019	/s/ James L. Dutey
		James L. Dutey
		Corporate Controller
		(Principal Accounting Officer)

7779



(in thousands)	Originated Loans and Leases		Acquired Loans		Total Loans and Leases
March 31, 2018
Commercial real estate	$	5,465,150	$	3,346,325	$	8,811,475
Commercial and industrial	3,688,120		591,849		4,279,969
Commercial leases	279,582		—		279,582
Other	39,347		—		39,347
Total commercial loans and leases	9,472,199		3,938,174		13,410,373
Direct installment	1,737,242		134,397		1,871,639
Residential mortgages	2,131,338		630,763		2,762,101
Indirect installment	1,524,330		171		1,524,501
Consumer lines of credit	1,135,488		558,295		1,693,783
Total consumer loans	6,528,398		1,323,626		7,852,024
Total loans and leases, net of unearned income	$	16,000,597	$	5,261,800	$	21,262,397
December 31, 2017
Commercial real estate	$	5,174,783	$	3,567,081	$	8,741,864
Commercial and industrial	3,495,247		675,420		4,170,667
Commercial leases	266,720		—		266,720
Other	17,063		—		17,063
Total commercial loans and leases	8,953,813		4,242,501		13,196,314
Direct installment	1,755,713		149,822		1,905,535
Residential mortgages	2,036,226		666,465		2,702,691
Indirect installment	1,448,268		165		1,448,433
Consumer lines of credit	1,151,470		594,323		1,745,793
Total consumer loans	6,391,677		1,410,775		7,802,452
Total loans and leases, net of unearned income	$	15,345,490	$	5,653,276	$	20,998,766



	Three Months Ended March 31, 2017
(dollars in thousands)	Number of Contracts	Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial real estate	1	$	114	$	109
Commercial and industrial	—	—		—
Total commercial loans	1	114		109
Direct installment	171	1,488		1,412
Residential mortgages	8	163		176
Indirect installment	5	17		14
Consumer lines of credit	22	742		729
Total consumer loans	206	2,410		2,331
Total	207	$	2,524	$	2,440



	Three Months Ended March 31, 2017
(dollars in thousands)	Number of Contracts	Recorded Investment
Direct installment	29	$	82
Residential mortgages	2	224
Indirect installment	6	10
Consumer lines of credit	1	34
Total consumer loans	38	350
Total	38	$	350



	Originated Allowance				Originated Loans and Leases Outstanding
(in thousands)	Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Loans and Leases		Individually Evaluated for Impairment		Collectively Evaluated for Impairment
March 31, 2018
Commercial real estate	$	305	$	53,211	$	5,465,150	$	12,292	$	5,452,858
Commercial and industrial	2,945		50,068		3,688,120		10,880		3,677,240
Commercial leases	—		6,115		279,582		—		279,582
Other	—		1,995		39,347		—		39,347
Total commercial loans and leases	3,250		111,389		9,472,199		23,172		9,449,027
Direct installment	—		20,128		1,737,242		—		1,737,242
Residential mortgages	—		15,280		2,131,338		—		2,131,338
Indirect installment	—		11,955		1,524,330		—		1,524,330
Consumer lines of credit	—		10,408		1,135,488		—		1,135,488
Total consumer loans	—		57,771		6,528,398		—		6,528,398
Total	$	3,250	$	169,160	$	16,000,597	$	23,172	$	15,977,425
December 31, 2017
Commercial real estate	$	439	$	49,842	$	5,174,783	$	11,114	$	5,163,669
Commercial and industrial	3,215		48,748		3,495,247		9,872		3,485,375
Commercial leases	—		5,646		266,720		—		266,720
Other	—		1,843		17,063		—		17,063
Total commercial loans and leases	3,654		106,079		8,953,813		20,986		8,932,827
Direct installment	—		20,936		1,755,713		—		1,755,713
Residential mortgages	—		15,507		2,036,226		—		2,036,226
Indirect installment	—		11,967		1,448,268		—		1,448,268
Consumer lines of credit	—		10,539		1,151,470		—		1,151,470
Total consumer loans	—		58,949		6,391,677		—		6,391,677
Total	$	3,654	$	165,028	$	15,345,490	$	20,986	$	15,324,504



(in thousands)	Total			Net of Tax
Reclassified from AOCI to interest income	$	93		$	73
Reclassified from AOCI to interest expense	(129		)	(102		)



			Amount Not Offset in the Balance Sheet
(in thousands)	Net Amount Presented in the Balance Sheet		Financial Instruments		Cash Collateral		Net Amount
March 31, 2018
Derivative Assets
Interest rate contracts:
Designated	$	—	$	—	$	—	$	—
Not designated	3,481		3,451		—		30
Equity contracts – not designated	26		26		—		—
Total	$	3,507	$	3,477	$	—	$	30



		Three Months Ended March 31,
(in thousands)	Income Statement Location	2018			2017
Interest Rate Contracts	Interest income - loans and leases	$	93		$	506
Interest Rate Contracts	Interest expense – short-term borrowings	(129		)	148
Interest Rate Swaps	Other income	(160		)	(219		)
Credit Risk Contracts	Other income	27			19



(dollars in thousands)	Service- Based Awards		Performance- Based Awards		Total
Unvested restricted stock awards	1,050,062		914,649		1,964,711
Unrecognized compensation expense	$	5,691	$	4,061	$	9,752
Intrinsic value	$	14,123	$	12,302	$	26,425
Weighted average remaining life (in years)	1.76		1.50		1.64



	Three Months Ended March 31,
(dollars in thousands, except per share data)	2018		2017
Net income	$	86,762	$	22,979
Less: Preferred stock dividends	2,010		2,010
Net income available to common stockholders	$	84,752	$	20,969
Basic weighted average common shares outstanding	323,740,956		237,379,260
Net effect of dilutive stock options, warrants and restricted stock	2,026,012		1,882,423
Diluted weighted average common shares outstanding	325,766,968		239,261,683
Earnings per common share:
Basic	$	0.26	$	0.09
Diluted	$	0.26	$	0.09



(in thousands)	Other Debt Securities			Equity Securities			Residential Non-Agency Collateralized Mortgage Obligations			Interest Rate Lock Commitments			Total
Three Months Ended March 31, 2018
Balance at beginning of period	$	—		$	—		$	—		$	1,594		$	1,594
Purchases, issuances, sales and settlements:
Purchases	—			—			—			1,380			1,380
Settlements	—			—			—			(1,594		)	(1,594		)
Balance at end of period	$	—		$	—		$	—		$	1,380		$	1,380
Year Ended December 31, 2017
Balance at beginning of period	$	—		$	492		$	894		$	—		$	1,386
Total gains (losses) – realized/unrealized:
Included in earnings	—			—			4			—			4
Included in other comprehensive income	—			86			(6		)	—			80
Accretion included in earnings	(1		)	—			1			—			—
Purchases, issuances, sales and settlements:
Purchases	12,048			—			—			1,594			13,642
Sales/redemptions	(12,047		)	—			(874		)	—			(12,921		)
Settlements	—			—			(19		)	(4,569		)	(4,588		)
Transfers from Level 3	—			(578		)	—			—			(578		)
Transfers into Level 3	—			—			—			4,569			4,569
Balance at end of period	$	—		$	—		$	—		$	1,594		$	1,594